SPECTRUM BRANDS HOLDINGS, INC. Introduction
The following is management's discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with the Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q. Unless the context indicates otherwise, the term the "Company," "we," "our," or "us" are used to refer toSpectrum Brands Holdings, Inc. and its subsidiaries andSB/RH Holdings, LLC and its subsidiaries ("SB/RH"), collectively.
Business Overview
The Company is a diversified global branded consumer products company. We manage
the businesses in four vertically integrated, product-focused segments: (i)
Hardware & Home Improvement ("HHI"), (ii) Home and Personal Care ("HPC"), (iii)
Global Pet Care ("GPC"), and (iv) Home and Garden ("H&G"). The Company
manufactures, markets and/or distributes its products globally in the North
America ("NA"), Europe , Middle East & Africa ("EMEA"), Latin America ("LATAM")
and Asia-Pacific ("APAC") regions through a variety of trade channels, including
retailers, wholesalers and distributors, original equipment manufacturers
("OEMs"), and construction companies. We enjoy strong name recognition in our
regions under our various brands and patented technologies across multiple
product categories. Global and geographic strategic initiatives and financial
objectives are determined at the corporate level. Each segment is responsible
for implementing defined strategic initiatives and achieving certain financial
objectives and has a president or general manager responsible for sales and
marketing initiatives and the financial results for all product lines within
that segment. See Note 20 - Segment Information for more information pertaining
to segments of continuing operations. The following is an overview of the
consolidated business, by segment, summarizing product types and brands:
Segment Products Brands
HHI Security: Residential locksets and door Security: Kwikset®, Weiser®,
hardware including knobs, levers, deadbolts, Baldwin®, Tell
handle sets, including electronic and Manufacturing®, and EZSET®
connected locks. ?Plumbing & Accessories:
?Plumbing & Accessories: Kitchen and bath Pfister®
faucets and accessories. ?Builders' Hardware:
?Builders' Hardware: Hinges, metal National Hardware®, FANAL®
shapes, security hardware, track and sliding
door hardware, gate hardware. HPC Home Appliances: Small kitchen appliances Home Appliances: Black &
including toaster ovens, coffeemakers, slow Decker®, Russell Hobbs®,
cookers, blenders, hand mixers, grills, food George Foreman®,
processors, juicers, toasters, bread makers, Toastmaster®, Juiceman®,
and irons. Farberware®, and Breadman®
?Personal Care: Hair dryers, flat irons and ?Personal Care: Remington®,
straighteners, rotary and foil electric and LumaBella®
shavers, personal groomers, mustache and
beard trimmers, body groomers, nose and ear
trimmers, women's shavers, haircut kits
and intense pulsed light hair removal
systems.
GPC Companion Animal: Rawhide chews, dog and cat Companion Animal: 8IN1®
clean-up, training, health and grooming (8-in-1), Dingo®,
products, small animal food and care Nature'sMiracle®, Wild
products, rawhide-free dog treats, and wet Harvest™, Littermaid®,
and dry pet food for dogs and cats. Jungle®, Excel®,
?Aquatics: Consumer and commercial aquarium FURminator®, IAMS® (
kits, stand-alone tanks; aquatics equipment only), Eukanuba® (
such as filtration systems, heaters and only), Healthy-Hide®,
pumps; and aquatics consumables such as fish DreamBone®, SmartBones®,
food, water management and care ProSense®, Perfect Coat®,
eCOTRITION®, Birdola® and
Digest-eeze®.
?Aquatics: Tetra®,
Marineland®, Whisper®,
Instant Ocean®, GloFish®,
OmegaOne® and OmegaSea®H&G Household: Household pest control solutions Household: Hot Shot®, Black
such as spider and scorpion killers; ant and Flag®, Real-Kill®, Ultra
roach killers; flying insect killers; insect Kill®, The Ant Trap® (TAT),
foggers; wasp and hornet killers; and and Rid-A-Bug®.
bedbug, flea and tick control products. ?Controls: Spectracide®,
?Controls: Outdoor insect and weed control Garden Safe®, Liquid Fence®,
solutions, and animal repellents such as and EcoLogic®.
aerosols, granules, and ready-to-use sprays ?Repellents: Cutter® and
or hose-end ready-to-sprays. Repel®.
?Repellents: Personal use pesticides and
insect repellent products, including
aerosols, lotions, pump sprays and wipes,
yard sprays and citronella candles.
SB/RH is a wholly owned subsidiary of SBH. Spectrum Brands, Inc. ("SBI"), a
wholly-owned subsidiary of SB/RH incurred certain debt guaranteed by SB/RH and
domestic subsidiaries of SBI. See Note 10 - Debt for more information pertaining
to debt. The reportable segments of SB/RH are consistent with the segments of
SBH
COVID-19
The COVID-19 pandemic and the resulting regulations and other disruptions to
both demand and supply may have a substantial impact on the commercial
operations of the Company or impairment of the Company's net assets. Such
impacts may include, but are not limited to, volatility of demand for our
products, disruptions and cost implications in manufacturing and supply
arrangements, inability of third parties to meet obligations under existing
arrangements, and significant changes to the political and economic environments
in which we manufacture, sell, and distribute our products.
As of the date of this report, we have been classified as an essential business
in the jurisdictions that have mandated closure of non-essential businesses, and
therefore have been allowed to remain open. During the three month period ended
March 29, 2020 , there were certain HHI operating facilities, primarily within
China and Philippines , that experienced a temporary limit on production in
response to the COVID-19 outbreak, but such facilities were operating at or near
full capacity by the end of the quarter. Additionally, subsequent to the March
29, 2020 , additional governmental operating restrictions were announced Mexico
temporarily suspending or limiting production for our HHI operating facilities.
Moreover, our H&G facility in St. Louis was temporarily closed in April 2020 to
provide for additional cleaning and implementation of preventative measures in
response to confirmed cases of COVID-19. These facilities continue to operate to
the extent possible under existing regulations which have limited output for HHI
and our H&G production.
Despite the supply implications, the Company continues to experience customer
demand both during the three month period ended March 29, 2020 and during the
subsequent period. While demand in general for our products remains strong, our
teams continue to monitor demand disruption and there can be no assurance as to
the level of demand that will prevail through the remainder of fiscal 2020. A
large portion of our customers continue to operate and sell our products, with
some customers reducing operations due to closures or reduced store hours. There
have also been changes in consumer needs and spending during the COVID-19
pandemic, which have resulted in a limited number of change orders and reduced
spending. Currently, we have not identified, and will continue to monitor for,
any substantive risk attributable to customer credit. We believe the severity
and duration of the COVID-19 pandemic to be uncertain and may contribute to
retail volatility and consumer purchase behavior changes. The magnitude of the
financial impact on our quarterly and annual results is highly dependent on the
duration of the COVID-19 pandemic and how quickly the U.S. and global economies
resume normal operations.
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Because the COVID-19 pandemic has not, as of the date of this report, materially impacted our operations or demand for our products, it has not had a materially negative impact on the Company's liquidity position. For the three and six month periods endedMarch 29, 2020 , the Company estimates that net sales were negatively impacted by$7.5 million and operating income and adjusted EBITDA were negatively impacted by$3.6 million . The sweeping nature of COVID-19 pandemic makes it extremely difficult to predict the long-term ramifications on our financial condition and results of operations. However, the likely overall economic impact of the COVID-19 pandemic is viewed as highly negative to theU.S. and global economies. We have initiated mitigating efforts to manage non-critical capital spending, assess operating spend, preserve cash and increase capacity under our Revolver Facility. We continue to generate operating cash flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets, although there can be no assurance of our ability to do so. We have also not observed any material impairments of our assets due to the COVID-19 pandemic. We expect the ultimate significance of the impact on our financial condition, results of operations, and cash flows will be dictated by the length of time that such circumstances continue, which will ultimately depend on the unforeseeable duration and severity of the COVID-19 pandemic and any governmental and public actions taken in response.
Divestitures
?Global Batteries & Lights - OnJanuary 2, 2019 , the Company completed the sale of its GBL business pursuant to the GBL acquisition agreement with Energizer for cash proceeds of$1,956.2 million , resulting in the recognition of a pre-tax gain on sale of$989.8 million during the year endedSeptember 30, 2019 , including the settlement of customary purchase price adjustments for working capital and assumed indebtedness, recognition of tax and legal indemnifications under the acquisition agreement, and contingent purchase price adjustment for the settlement with the divestiture of the Varta® consumer batteries business by Energizer. The results of operations and gain on sale for disposal of the GBL business are recognized as a component of discontinued operations during the three and six month periods endedMarch 31, 2019 . ?GlobalAuto Care - OnJanuary 28, 2019 , the Company completed the sale of its GAC business pursuant to the GAC acquisition agreement with Energizer for$1.2 billion , consisting of$938.7 million in cash proceeds and$242.1 million in stock consideration of common stock of Energizer, resulting in the write-down of net assets held for sale of$111.0 million during the year endedSeptember 30, 2019 , including the settlement of customary purchase price adjustments for working capital and assumed indebtedness, recognition of tax and legal indemnifications in accordance with the GAC acquisition agreement. The results of operations and write-down of net assets held for sale for the disposal of the GAC business are recognized as a component of discontinued operations during the three and six month periods endedMarch 31, 2019 . ?Coevorden Operations - OnMarch 29, 2020 , the Company completed the sale of its DCF production facility and distribution center in Coevorden,Netherlands for cash proceeds of$30.1 million subject to working capital and other typical closing adjustments, resulting in a loss on assets held for sale of$25.7 million during the six month period endedMarch 29, 2020 .
See Note 2 - Divestitures in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report, for more information on the assets and liabilities classified as held for sale and discontinued operations.
Acquisitions
OnMarch 10, 2020 , the Company entered into an asset purchase agreement withOmega Sea, LLC ("Omega"), a manufacturer and marketer of premium fish foods and consumable goods for the home and commercial aquarium markets, primarily consisting of the Omega brand, for a purchase price of approximately$17.0 million . The results of Omega's operations sinceMarch 10, 2020 are included in the Company's Consolidated Statements of Income and reported within the GPC reporting segment for the three and six month periods endedMarch 29, 2020 . See Note 3 - Acquisitions in the Notes to the Consolidated Financial statements, included elsewhere in this Quarterly Report, for more information.
Restructuring Activity
We continually seek to improve our operational efficiency, match our manufacturing capacity, and product costs to market demand and better utilize our manufacturing resources. We have undertaken various initiatives to reduce manufacturing and operating costs, which may have a significant impact on the comparability of financial results on the condensed consolidated financial statements. The most significant of these initiatives is the Global Productivity Improvement Plan, which began during the year endedSeptember 30, 2019 . See Note 4 - Restructuring and Related Charges in the Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report for more information.
Refinancing Activity
Refinancing activity has a significant impact on the comparability of financial results on the condensed consolidated financial statements. EffectiveNovember 15, 2019 , the Company completed a tender and call of its 6.625% Senior Unsecured Notes with an outstanding principal of$117.4 million , recognizing a loss on extinguishment of the debt of$2.6 million including a non-cash charge of$1.1 million attributable to the write-off of deferred financing costs associated with the debt. See Note 10 - Debt in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report, for more information.
Adoption of New Lease Accounting Standard
OnOctober 1, 2019 , the Company adopted ASU No. 2016-02, Leases (Topic 842), and all the related amendments using the modified retrospective transition method, which resulted in the recognition of additional right-of-use ("ROU") lease assets of$107.5 million and additional lease liabilities of$113.0 million , with no material cumulative effect adjustment to equity as of the date of adoption. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See Note 1 - Basis of Presentation and Significant Accounting Policies and Note 11 - Leases in Notes to the Condensed Consolidated Financial Statements, included elsewhere in this Quarterly Report, for more information. ? 32
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Non-GAAP Measurements
Our consolidated and segment results contain non-GAAP metrics such as organic
net sales, and adjusted EBITDA ("Earnings Before Interest, Taxes, Depreciation,
Amortization"). While we believe organic net sales and adjusted EBITDA are
useful supplemental information, such adjusted results are not intended to
replace our financial results in accordance with Accounting Principles Generally
Accepted in the United States ("GAAP") and should be read in conjunction with
those GAAP results.
Organic Net Sales . We define organic net sales as net sales excluding the effect
of changes in foreign currency exchange rates and impact from acquisitions (when
applicable). 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
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 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
comparative 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 net sales to organic net sales for the
three and six month periods ended March 29, 2020 compared to net sales for the
three and six month periods ended March 31, 2019 :
March 29, 2020
Net Sales
Three Month Periods Excluding
Ended Effect of Effect of Net Sales
?(in millions, Changes in Changes in Effect of Organic ?March 31,
except %) Net Sales Currency Currency Acquisitions ?Net Sales 2019 Variance
HHI $ 329.1 $ 0.1 $ 329.2 $ - $ 329.2 $ 331.1 $ (1.9) (0.6%)
HPC 232.7 5.6 238.3 - 238.3 221.7 16.6 7.5%
GPC 236.9 1.6 238.5 (0.8) 237.7 214.9 22.8 10.6%
H&G 139.1 - 139.1 - 139.1 139.0 0.1 0.1%
Total $ 937.8 $ 7.3 $ 945.1 $ (0.8) $ 944.3 $ 906.7 37.6 4.1%
March 29, 2020
Net Sales
Six Month Periods Excluding
Ended Effect of Effect of Net Sales
?(in millions, Changes in Changes in Effect of Organic ?March 31,
except %) Net Sales Currency Currency Acquisitions ?Net Sales 2019 Variance
HHI $ 626.8 $ - $ 626.8 $ - $ 626.8 $ 636.2 $ (9.4) (1.5%)
HPC 554.8 10.8 565.6 - 565.6 538.9 26.7 5.0%
GPC 442.7 2.8 445.5 (0.8) 444.7 419.6 25.1 6.0%
H&G 185.0 - 185.0 - 185.0 192.3 (7.3) (3.8%)
Total $ 1,809.3 $ 13.6 $ 1,822.9 $ (0.8)$ 1,822.1 $ 1,787.0 35.1 2.0% ? 33
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Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures used by management, which we believe provide useful information to investors because they reflect 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. They also facilitate 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 is also used for determining compliance with the Company's debt covenants. 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: ?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 year endingSeptember 30, 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 do not qualify for shared-based compensation. See Note 16 - Share Based Compensation for further discussion;
?Restructuring and related charges, which consist of project costs associated with the restructuring initiatives across the segments. See Note 4 - Restructuring and Related Charges for further details;
?Transaction related charges that consist of (1) transaction costs from qualifying acquisition transactions during the period, or subsequent integration related project costs directly associated with an acquired business; and (2) divestiture related transaction costs that are recognized in continuing operations and post-divestiture separation costs consisting of incremental costs 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. See Note 1 - Basis of Presentation & Significant Accounting Policies for additional details; ?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. See Note 2 - Divestitures and Note 13 - Fair Value of Financial Instruments for further discussion;
?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);
?Foreign currency gains and losses attributable to multicurrency loans for the three and six month periods endedMarch 29, 2020 andMarch 31, 2019 , that were entered into with foreign subsidiaries in exchange for 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 divestures during the year endedSeptember 30, 2019 . The Company has entered into various hedging arrangements to mitigate the volatility of foreign exchange risk associated with such loans; ?Legal and litigation costs associated with Salus during the three and six month periods endedMarch 29, 2020 andMarch 31, 2019 as they are not considered a component of the continuing commercial products company, but continue to be consolidated by the Company until the Salus operations can be wholly dissolved and/or deconsolidated; and ?Other adjustments primarily consisting of costs attributable to (1) expenses and cost recovery for flood damage at Company facilities inMiddleton, Wisconsin during the three and six month periods endedMarch 29, 2020 andMarch 31, 2019 ; (2) incremental costs for separation of a key executive during the three and six month periods endedMarch 29, 2020 andMarch 31, 2019 ; (3) incremental costs associated with a safety recall in GPC during the three and six month periods endedMarch 31, 2019 ; (4) operating margin on H&G sales to GAC discontinued operations during the three and six month period endedMarch 31, 2019 ; and (5) certain fines and penalties for delayed shipments following the completion of a GPC distribution center consolidation in EMEA during the three and 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 and segment.
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The following is a reconciliation of net income to Adjusted EBITDA for the three
month periods ended
SPECTRUM BRANDS HOLDINGS, INC. (in millions) HHI HPC GPC H&G Corporate Consolidated Three Month Period Ended March 29, 2020 Net income (loss) from continuing operations$ 60.8 $ (6.2) $ 27.2 $ 23.0 $ (164.0) $ (59.2) Income tax benefit - - - - (19.0) (19.0) Interest expense - - - - 35.5 35.5 Depreciation and amortization 8.5 9.0 9.8 5.2 3.9 36.4 EBITDA 69.3 2.8 37.0 28.2 (143.6) (6.3) Share and incentive based compensation - - - - 14.6 14.6
Restructuring and related charges 0.2 1.7 6.4 0.2 13.4
21.9
Transaction related charges - 2.7 3.6 - 0.9 7.2
Loss on Energizer investment - - - - 106.8 106.8
Gain on assets held for sale - - (7.0) - - (7.0)
Foreign currency translation on
multicurrency divestiture loans - 0.8 - - 2.3 3.1
Salus - - - - 0.1 0.1
Adjusted EBITDA $ 69.5 $ 8.0 $ 40.0 $ 28.4 $ (5.5) $ 140.4
Net Sales $ 329.1 $ 232.7 $ 236.9 $ 139.1 $ - $ 937.8
Adjusted EBITDA Margin 21.1% 3.4% 16.9% 20.4% - 15.0%
Three Month Period Ended March 31,
2019
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
Restructuring and related charges 0.4 1.3 2.3 0.3 8.3
12.6
Transaction related charges 0.4 0.9 0.3 - 3.7 5.3
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%
The following is a reconciliation of net income to Adjusted EBITDA for the six
month periods ended
SPECTRUM BRANDS HOLDINGS, INC. (in millions) HHI HPC GPC H&G Corporate Consolidated Six Month Period Ended March 29, 2020 Net income (loss) from continuing operations$ 95.0 $ 18.8 $ (26.0) $ 14.4 $ (199.1) $ (96.9) Income tax benefit - - - - (18.3) (18.3) Interest expense - - - - 70.4 70.4 Depreciation and amortization 16.6 17.8 25.9 10.3 7.4 78.0 EBITDA 111.6 36.6 (0.1) 24.7 (139.6) 33.2 Share and incentive based compensation - - - - 29.1 29.1
Restructuring and related charges 0.7 2.8 16.7 0.4 28.8
49.4
Transaction related charges - 4.3 5.0 - 2.0 11.3
Loss on Energizer investment - - - - 68.3 68.3
Loss on assets held for sale - - 25.7 - - 25.7
Write-off from impairment of
intangible assets - - 24.2 - - 24.2
Foreign currency loss on
multicurrency divestiture loans - 0.7 - - (0.3) 0.4
Salus - - - - 0.4 0.4
Other - - - - 0.5 0.5
Adjusted EBITDA $ 112.3 $ 44.4 $ 71.5 $ 25.1 $ (10.8) $ 242.5
Net Sales $ 626.8 $ 554.8 $ 442.7 $ 185.0 $ - $ 1,809.3
Adjusted EBITDA Margin 17.9% 8.0% 16.2% 13.6% - 13.4%
Six Month Period Ended March 31,
2019
Net income 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 based compensation - - - - 23.2 23.2
Restructuring and related charges 3.2 1.5 4.9 1.0 10.9
21.5
Transaction related charges 0.9 5.5 0.9 - 4.3 11.6
GPC safety recall - - 0.6 - - 0.6
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%
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The following is a reconciliation of net income to Adjusted EBITDA for the three
month periods ended
Corporate Consolidated
Three Month Period Ended March 29,
2020
Net income (loss) from continuing
operations $ 60.8 $ (6.2) $ 27.2 $ 23.0 $ (161.4) $ (56.6)
Income tax benefit - - - - (17.5) (17.5)
Interest expense - - - - 35.3 35.3
Depreciation and amortization 8.5 9.0 9.8 5.2 3.9 36.4
EBITDA 69.3 2.8 37.0 28.2 (139.7) (2.4)
Share and incentive based
compensation - - - - 14.1 14.1
Restructuring and related charges 0.2 1.7 6.4 0.2 13.4
21.9
Transaction related charges - 2.7 3.6 - 0.9 7.2
Loss on Energizer investment - - - - 106.8 106.8
Gain on assets held for sale - - (7.0) - - (7.0)
Foreign currency translation on
multicurrency divestiture loans - 0.8 - - 2.2 3.0
Adjusted EBITDA $ 69.5 $ 8.0 $ 40.0 $ 28.4 $ (2.3) $ 143.6
Net Sales $ 329.1 $ 232.7 $ 236.9 $ 139.1 $ - $ 937.8
Adjusted EBITDA Margin 21.1% 3.4% 16.9% 20.4% - 15.3%
Three Month Period Ended March 31,
2019
Net income (loss) from continuing
operations $ 43.6 $ (6.6) $ 19.6 $ 24.7 $ (93.7) $ (12.4)
Income tax benefit - - - - (17.3) (17.3)
Interest expense - - - - 48.3 48.3
Depreciation and amortization 8.3 9.2 10.6 4.8 3.7 36.6
EBITDA 51.9 2.6 30.2 29.5 (59.0) 55.2
Share and incentive based
compensation - - - - 16.9 16.9
Restructuring and related charges 0.4 1.3 2.3 0.3 8.3
12.6
Transaction related charges 0.4 0.9 0.3 - 3.7 5.3
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 $ (3.3) $ 116.3
Net Sales $ 331.1 $ 221.7 $ 214.9 $ 139.0 $ - $ 906.7
Adjusted EBITDA Margin 15.9% 2.0% 15.3% 21.3% - 12.8%
The following is a reconciliation of net income to Adjusted EBITDA for the six
month periods ended
Corporate Consolidated
Six Month Period Ended March 29,
2020
Net income (loss) from continuing
operations $ 95.0 $ 18.8 $ (26.0) $ 14.4 $ (195.7) $ (93.5)
Income tax benefit - - - - (16.6) (16.6)
Interest expense - - - - 70.0 70.0
Depreciation and amortization 16.6 17.8 25.9 10.3 7.4 78.0
EBITDA 111.6 36.6 (0.1) 24.7 (134.9) 37.9
Share and incentive based
compensation - - - - 28.5 28.5
Restructuring and related charges 0.7 2.8 16.7 0.4 28.8
49.4
Transaction related charges - 4.3 5.0 - 2.0 11.3
Loss on Energizer investment - - - - 68.3 68.3
Loss on assets held for sale - - 25.7 - - 25.7
Write-off from impairment of
intangible assets - - 24.2 - - 24.2
Foreign currency translation on
multicurrency divestiture loans - 0.7 - - (0.3) 0.4
Other - - - - 0.4 0.4
Adjusted EBITDA $ 112.3 $ 44.4 $ 71.5 $ 25.1 $ (7.2) $ 246.1
Net Sales $ 626.8 $ 554.8 $ 442.7 $ 185.0 $ - $ 1,809.3
Adjusted EBITDA Margin 17.9% 8.0% 16.2% 13.6% - 13.6%
Six Month Period Ended March 31,
2019
Net income from continuing
operations $ 87.3 $ (14.7) $ 31.4 $ 22.8 $ (158.1) $ (31.3)
Income tax benefit - - - - (15.8) (15.8)
Interest expense - - - - 91.5 91.5
Depreciation and amortization 16.8 47.3 21.3 9.6 7.6 102.6
EBITDA 104.1 32.6 52.7 32.4 (74.8) 147.0
Share and incentive based
compensation - - - - 22.5 22.5
Restructuring and related charges 3.2 1.5 4.9 1.0 10.9
21.5
Transaction related charges 0.9 5.5 0.9 - 4.3 11.6
Loss on Energizer investment - - - - 5.0 5.0
Foreign currency loss on
multicurrency divestiture loans - - - - 21.8 21.8
GPC safety recall - - 0.6 - - 0.6
Other - (0.1) 2.8 (0.7) 0.4 2.4
Adjusted EBITDA $ 108.2 $ 39.5 $ 61.9 $ 32.7 $ (9.9) $ 232.4
Net Sales $ 636.2 $ 538.9 $ 419.6 $ 192.3 $ - $ 1,787.0
Adjusted EBITDA Margin 17.0% 7.3% 14.8% 17.0% - 13.0%
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