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1月前
Spectrum Brands Holdings Reports Fiscal 2026 Second Quarter ResultsMay 7, 2026 6:30 AM
Business Wire Second Quarter Net Sales Increased 4.9% and Organic Net Sales Excluding Foreign Exchange Increased 1.5% Second Quarter Net Income From Continuing Operations of $22.5 Million and Adjusted EBITDA of $84.0 Million Increased by $20.7 Million and $12.7 Million, Respectively Ended Second Quarter with Net Debt Leverage of 1.66x Adjusted EBITDA Executed a Strategic Partnership in the Home and Personal Care Segment, Designed to Accelerate Long Term Growth of the Business Updating Fiscal 2026 Framework, Continue to Expect Net Sales to be Flat to Up Low Single Digits and Approximately 50% Conversion of Adjusted EBITDA to Adjusted Free Cash Flow; Adjusted EBITDA is Now Expected to be Up Low to Mid Single Digits Spectrum Brands Holdings, Inc. (NYSE: SPB; “Spectrum Brands” or the “Company”), a leading global branded consumer products and home essentials company focused on driving innovation and providing exceptional customer service, today reported results from continuing operations for the second quarter of fiscal 2026 ended March 29, 2026. "We are pleased with our results this quarter, where we returned to top-line growth for the first time since first quarter of fiscal 2025. Our key brands across Global Pet Care and Home & Garden continue to outperform the market driven by strong innovation and distribution gains. In Home & Personal Care, while net sales declined, adjusted EBITDA increased, demonstrating the positive impact of the actions taken over the past year. These results continue to reinforce the effectiveness of our strategic initiatives and the strength of our team. Looking forward, while we remain focused on the dynamic macroeconomic environment, our first half results represent meaningful progress for the full fiscal year. We are updating our earnings framework and increasing our Adjusted EBITDA expectation to low to mid single digit growth while maintaining our net sales expectation of flat to low single digit growth in fiscal 26,” said David Maura, Chairman and Chief Executive Officer of Spectrum Brands. Mr. Maura continued, “On the strategic front, following quarter close, we entered into a partnership with Oaktree Capital Management on our Home & Personal Care business. The transaction includes a strategic $127 million cash investment from Oaktree Capital in the form of preferred equity and debt, and we will continue to own approximately 73% of the Appliances business. Upon closing, which is expected to occur later this month, the HPC subsidiaries will be designated as unrestricted subsidiaries with their own capital structure that is non-recourse to Spectrum Brands Holdings. We believe that a partnership with Oaktree Capital, who has a strong track record in disciplined capital allocation, validates our vision for creating value in our Appliances business through both organic and inorganic growth initiatives. Importantly, this transaction represents a meaningful step in our previously announced strategy of separating the HPC business from our Pet and Home & Garden businesses.” Fiscal 2026 Second Quarter Highlights Three Month Periods Ended (in millions, except per share and %) March 29, 2026 March 30, 2025 Variance Net sales $ 708.9 $ 675.7 $ 33.2 4.9 % Gross profit 270.3 253.4 16.9 6.7 % Gross profit margin 38.1 % 37.5 % 60 bps Operating income 43.5 19.5 24.0 123.1 % Net income from continuing operations 22.5 1.8 20.7 n/m Net income from continuing operations margin 3.2 % 0.3 % 290 bps Diluted earnings per share from continuing operations $ 0.96 $ 0.06 $ 0.90 n/m Non-GAAP Operating Metrics Adjusted EBITDA from continuing operations $ 84.0 $ 71.3 12.7 17.8 % Adjusted EBITDA margin 11.8 % 10.6 % 120 bps Adjusted EPS from continuing operations $ 1.25 $ 0.68 $ 0.57 83.8 % Net sales increased 4.9% with an increase in organic net sales of 1.5%, which excludes the impact of $22.9 million of favorable foreign exchange rates. The net sales increase was primarily due to strong performance in Global Pet Care and Home and Garden with market share gains across key brands. External factors including favorable weather and strategic order accelerations by certain retailers also contributed. This was partially offset by consumer demand softness in Home and Personal Care across both North America and Europe. Gross profit and margin increased driven by pricing, cost improvement actions, and favorable foreign exchange partially offset by higher trade spend and higher tariff cost. Operating income increased due to the increase in gross profit and lower operating expenses. Net income from continuing operations and diluted earnings per share increased driven by higher operating income. Diluted earnings per share also benefited from a lower share count. Adjusted EBITDA increased 17.8% and adjusted EBITDA margin increased 120 basis points driven by improved gross margins. Adjusted diluted EPS increased to $1.25 due to higher adjusted EBITDA and a reduction to shares outstanding. Fiscal 2026 Second Quarter Segment Level Data Global Pet Care (GPC) Three Month Periods Ended (in millions, except %) March 29, 2026 March 30, 2025 Variance Net sales $ 299.3 $ 269.2 $ 30.1 11.2 % Adjusted EBITDA 56.8 50.0 6.8 13.6 % Adjusted EBITDA margin 19.0 % 18.6 % 40 bps Net sales increased 11.2%. Excluding favorable foreign currency impacts, organic net sales increased 7.6%. Reported net sales in Companion Animal increased low double digits while sales in Aquatics increased mid single digits. North American net sales increased primarily driven by market share gains across Companion Animal brands and E-commerce channel strength. Organic net sales in EMEA increased across both categories due to continued brand strength and expanded distribution as well as a strategic acceleration of orders by certain retailers in advance of the SAP S4/HANA ERP implementation. Adjusted EBITDA of $56.8 million increased from $50.0 million in the prior year, and adjusted EBITDA margins were 19.0% compared to 18.6% in the prior year. The increase in adjusted EBITDA and margin is due to higher sales volume, pricing and cost improvement actions partially offset by higher tariff cost and additional trade and investment spend. Home & Garden (H&G) Three Month Periods Ended (in millions, except %) March 29, 2026 March 30, 2025 Variance Net sales $ 169.5 $ 152.3 $ 17.2 11.3 % Adjusted EBITDA 34.8 26.7 8.1 30.3 % Adjusted EBITDA margin 20.5 % 17.5 % 300 bps Net sales increased 11.3% and organic net sales increased 11.2% due to favorable weather conditions positively impacting POS and retailer order patterns, with above-market growth across key brands. Adjusted EBITDA of $34.8 million increased from $26.7 million in the prior year and adjusted EBITDA margins of 20.5% increased from 17.5% in the prior year primarily due to higher sales volume, productivity improvements and operational efficiencies partially offset by higher trade spend and unfavorable mix. Home & Personal Care (HPC) Three Month Periods Ended (in millions, except %) March 29, 2026 March 30, 2025 Variance Net sales $ 240.1 $ 254.2 $ (14.1 ) (5.5 )% Adjusted EBITDA 8.1 7.3 0.8 11.0 % Adjusted EBITDA margin 3.4 % 2.9 % 50 bps Net sales decreased 5.5%. Excluding favorable foreign currency impacts, organic net sales decreased 10.7%. Reported net sales in Personal Care were down low single digits and net sales in Home Appliances were down high single digits. Excluding the favorable impact of foreign currency, organic net sales in EMEA declined across both Home Appliances and Personal Care, impacted by elevated levels of inventory at a key retailer following soft consumer demand amid increased competition. LATAM organic net sales increased mid single digits due to sustained growth in Personal Care. North American net sales percent declined in the mid teens, primarily driven by lower volumes in light of increased product cost from higher tariffs and customer inventory management actions to address pockets of excess inventory. Adjusted EBITDA was $8.1 million compared to $7.3 million in the prior year, and adjusted EBITDA margins increased to 3.4% compared to 2.9% last year, driven by pricing, reduced investment spend, cost improvement initiatives and favorable foreign exchange partially offset by lower volumes and higher tariff costs. Liquidity and Debt As of the end of the quarter, the Company had a cash balance of $125.1 million and total liquidity of $595.9 million, including undrawn capacity on its cash flow revolver of $470.8 million. The Company also had $599.7 million of debt outstanding, with $24.0 million of outstanding borrowings on the revolver, senior unsecured notes of $496.1 million and finance leases of $79.6 million. The Company ended the quarter with net debt of $474.6 million. Fiscal 2026 Earnings Framework The Company expects to deliver flat to low single digit growth in reported net sales in fiscal 2026. Fiscal 2026 adjusted EBITDA is expected to increase by low single digits. Adjusted free cash flow is expected to be approximately 50% of adjusted EBITDA. The Company continues to target a long-term net leverage ratio of 2.0 - 2.5 times. 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, May 7, 2026. The 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. Participants may register here. Instructions will be provided to ensure the necessary audio applications are downloaded and installed. Users can obtain these at no charge. A replay of the live broadcast will be accessible through the Event Calendar page in the Investor Relations section of the Company’s website. About Spectrum Brands Holdings, Inc. Spectrum Brands is a home-essentials company with a mission to make living better at home. We focus on delivering innovative products and solutions to consumers for use in and around the home through our trusted brands. We are a leading supplier of specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, shaving and grooming products, personal care products, and small household appliances. Helping to meet the needs of consumers worldwide, we offer a broad portfolio of market-leading, well-known and widely trusted brands including Tetra®, DreamBone®, SmartBones®, Nature’s Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!®, OmegaOne®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®, Black Flag®, Liquid Fence®, Remington®, George Foreman®, Russell Hobbs®, Black + Decker®, PowerXL®, Emeril Lagasse®, and Copper Chef®. For more information, please visit www.spectrumbrands.com. Spectrum Brands – A Home Essentials Company™ Non-GAAP Measurements Our consolidated results contain non-GAAP metrics such as organic net sales, adjusted EBITDA, adjusted EBITDA margin, adjusted EPS and adjusted Free Cash Flow. While we believe organic net sales and adjusted EBITDA, adjusted EBITDA margin, adjusted EPS and adjusted Free Cash Flow 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 (where 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 rates 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 current period 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. Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance of our business. These metrics provide investors additional information about our operating profitability for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. They 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 from continuing operations. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation; impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets; gain or loss from the early extinguishment of debt; and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired. Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales. Adjusted EPS - Management uses adjusted 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 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. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. Adjusted EPS is calculated by excluding the effect of certain adjustments from diluted EPS, including non-cash adjustments including impairment charges on property, plant and equipment, operating and finance lease assets, and goodwill and other intangible assets; gain or loss from the early extinguishment of debt; and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired. Additionally, the Company will further recognize adjustments from diluted EPS for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EPS is further impacted by the effect on the income tax provision from adjustments made to reported diluted EPS. Adjusted Free Cash Flow - Management uses adjusted free cash flow as a means of analyzing the Company's operating results and evaluating cash flow generation from its revenue generating activities, excluding certain cash flow activity associated with strategic transactions and other costs and receipts attributable to non-recurring events. Management believes that adjusted free cash flow is a useful measure in understanding cash flow conversion associated with the Company's operations that is available for acquisitions and other investments, service of debt, dividends and share repurchases and meetings its working capital requirements. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business, as well as assisting investors in evaluating how well we are generating cash flow from operations, as securities analysts and other interested parties use such calculations as a measure of financial performance, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. Free cash flow is calculated by excluding capital expenditures from cash flow provided (used) by operating activities and further adjusted for non-operating strategic transaction costs and other non-recurring or unusual cash flow activity that would otherwise be considered operating cash flow under US GAAP. Cash flow conversion is adjusted free cash flow as a percentage of adjusted EBITDA. 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 or implied certain forward-looking statements in this document. Statements or expectations regarding our business and M&A strategy, macroeconomic headwinds, U.S. trade policy, our use of share repurchase plans, ERP platform transformation and productivity expectations, evaluating acquisition targets and entering into strategic partnerships, earnings framework, future operations and operating model, financial condition, estimated revenues, projected costs, inventory management, supply chain and supply chain relocation efforts, earnings power, project synergies, prospects, plans and strategic objectives of management, the geopolitical environment, and information concerning expected actions of third parties are forward-looking statements. When used in this report, the words future, anticipate, pro forma, seek, intend, plan, envision, estimate, believe, belief, expect, project, forecast, outlook, earnings framework, goal, target, could, would, will, can, should, may and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Because 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 economic, social and political conditions, civil unrest, terrorist attacks, acts of war, natural disasters or other public health concerns in the U.S. or the international markets that impact our business, customers, employees (including our ability to retain and attract key personnel), manufacturing facilities, suppliers, capital markets or financial condition and results of operations, which may amplify the other risks and uncertainties we face; (2) the number of local, regional and global uncertainties could negatively impact our business; (3) the negative effect of the Russia-Ukraine war, the Israel-Hamas war, and the U.S.-Iran war and their impact on those regions and surrounding regions, including the Middle East and disruptions to international trade, supply chain and shipping routes and pricing, and on our operations and those operations of our customers, suppliers and other stakeholders; (4) our reliance on third-party partners, suppliers and distributors that are outside our control to achieve our business objectives; (5) the impact of government intervention with or influence on the operations of our suppliers, including in China; (6) the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring and optimization activities, including changes in inventory and distribution center changes which are complicated and involve coordination among a number of stakeholders, including our suppliers and transportation and logistics handlers; (7) the impact of our indebtedness and financial leverage position on our business, financial condition and results of operations; (8) 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; (9) any failure to comply with financial covenants and other provisions and restrictions of our debt instruments; (10) the effects of interest rate fluctuations or general economic conditions, including the impact of, uncertainty around and changes to, tariffs and trade policies, including the tariffs and trade agreements announced by the Trump Administration in 2025, the tariff refunds announced in 2026 and any further changes and that may be announced in the future, tariff mitigation efforts (including supply chain relocation efforts), inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or monetary or fiscal policies in the countries where we do business; (11) the impact of fluctuations in transportation and shipment costs, fuel costs, commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit; (12) changes in foreign currency exchange rates that may impact our purchasing power, pricing and margin realization within international jurisdictions; (13) the loss of, significant reduction in, or dependence upon, sales to any significant retail customer(s), including their changes in retail inventory levels and management thereof; (14) competitive promotional activity or spending by competitors, or price reductions by competitors; (15) the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands, including via private label manufacturers; (16) changes in consumer spending preferences, shopping trends, and demand for our products, particularly in light of economic stress; (17) our ability to develop and successfully introduce new products, protect intellectual property and avoid infringing the intellectual property of third parties; (18) our ability to successfully identify, implement, achieve and sustain productivity improvements, cost efficiencies (including at our manufacturing and distribution operations) and cost savings; (19) the seasonal nature of sales of certain of our products; (20) the impact weather conditions may have on the sales of certain of our products; (21) our ability to respond to unusual weather activity, natural disasters and pandemics; (22) the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations); (23) our ability to use social media platforms as effective marketing tools and to manage negative commentary regarding us, and the impact of rules governing the use of e-commerce and social media; (24) 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; (25) the impact of existing, pending or threatened litigation, government regulation or other requirements or operating standards applicable to our business; (26) the impact of cybersecurity breaches or our actual or perceived failure to protect company and personal data, including our failure to comply with new and increasingly complex global data privacy regulations; (27) changes in accounting policies applicable to our business; (28) our discretion to adopt, conduct, suspend or discontinue any share repurchase program or conduct any debt repayments, redemptions, repurchases or refinancing transactions (including our discretion to conduct purchases or repurchases, if any, in a variety of manners including open-market purchases, privately negotiated transactions, tender offers, redemptions, or otherwise); (29) our ability to utilize net operating loss carry-forwards to offset tax liabilities; (30) our ability to separate the Company’s HPC business and create an independent Global Appliances business on expected terms, and within the anticipated time period, or at all, and to realize the potential benefits of such business; (31) our ability to create a pure play consumer products company composed of our GPC and H&G businesses and to realize the expected benefits of such creation, and within the anticipated time period, or at all; (32) our ability to successfully implement and realize the benefits of acquisitions or dispositions and the impact of any such transactions on our financial performance; (33) the impact of actions taken by significant shareholders; (34) the unanticipated loss of key members of senior management and the transition of new members of our management teams to their new roles; and (35) the other risk factors set forth in Spectrum Brands Holdings, Inc. 2025 Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and the other filings within the U.S. Securities and Exchange Commission (the "SEC"). Some of the above-mentioned factors are described in further detail in the sections entitled Risk Factors in our annual and quarterly reports (including this report), as applicable. You should assume the information appearing in this report 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 that date. Except as required by applicable law, including the securities laws of the U.S. and the rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. SPECTRUM BRANDS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Month Periods Ended Six Month Periods Ended (in millions, except per share amounts) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025 Net sales $ 708.9 $ 675.7 $ 1,385.9 $ 1,375.9 Cost of goods sold 438.6 422.3 874.0 864.7 Gross profit 270.3 253.4 511.9 511.2 Selling, general & administrative 226.8 218.2 441.3 431.3 Impairment of intangible assets — 15.7 — 15.7 Total operating expenses 226.8 233.9 441.3 447.0 Operating income 43.5 19.5 70.6 64.2 Interest expense 7.3 7.5 14.1 13.7 Interest income (0.5 ) (0.4 ) (1.1 ) (3.0 ) Other non-operating (income) expense, net (0.1 ) 1.0 0.3 5.7 Income from continuing operations before income taxes 36.8 11.4 57.3 47.8 Income tax expense 14.3 9.6 5.4 21.4 Net income from continuing operations 22.5 1.8 51.9 26.4 Loss from discontinued operations, net of tax (0.4 ) (0.6 ) (1.4 ) (1.4 ) Net income 22.1 1.2 50.5 25.0 Net income from continuing operations attributable to non-controlling interest — 0.3 — 0.6 Net income attributable to controlling interest $ 22.1 $ 0.9 $ 50.5 $ 24.4 Amounts attributable to controlling interest Net income from continuing operations attributable to controlling interest $ 22.5 $ 1.5 $ 51.9 $ 25.8 Loss from discontinued operations attributable to controlling interest, net of tax (0.4 ) (0.6 ) (1.4 ) (1.4 ) Net income attributable to controlling interest $ 22.1 $ 0.9 $ 50.5 $ 24.4 Earnings Per Share Basic earnings per share from continuing operations $ 0.97 $ 0.06 $ 2.22 $ 0.96 Basic earnings per share from discontinued operations (0.02 ) (0.03 ) (0.06 ) (0.06 ) Basic earnings per share $ 0.95 $ 0.03 $ 2.16 $ 0.90 Diluted earnings per share from continuing operations $ 0.96 $ 0.06 $ 2.22 $ 0.95 Diluted earnings per share from discontinued operations (0.02 ) (0.03 ) (0.06 ) (0.05 ) Diluted earnings per share $ 0.94 $ 0.03 $ 2.16 $ 0.90 Weighted Average Shares Outstanding Basic 23.2 26.1 23.3 27.0 Diluted 23.3 26.2 23.4 27.1 SPECTRUM BRANDS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) Six Month Periods Ended (in millions) March 29, 2026 March 30, 2025 Cash flows from operating activities Net cash provided (used) by operating activities from continuing operations $ 77.9 $ (48.6 ) Net cash used by operating activities from discontinued operations (0.3 ) (0.7 ) Net cash provided (used) by operating activities 77.6 (49.3 ) Cash flows from investing activities Purchases of property, plant and equipment (17.4 ) (15.1 ) Other investing activity — (0.1 ) Net cash used by investing activities (17.4 ) (15.2 ) Cash flows from financing activities Payment of debt and debt premium (6.2 ) (5.1 ) Proceeds from issuance of debt 24.0 83.0 Payment of debt issuance costs — (0.1 ) Dividends paid to shareholders (21.8 ) (25.3 ) Dividends paid by subsidiary to non-controlling interest — (0.7 ) Treasury stock purchases (42.3 ) (232.8 ) Excise tax paid on net share repurchases (3.2 ) (9.7 ) Share based award tax withholding payments, net of proceeds upon vesting (8.5 ) (4.4 ) Other financing activity — 0.1 Net cash used by financing activities (58.0 ) (195.0 ) Effect of exchange rate changes on cash and cash equivalents (0.8 ) (12.8 ) Net change in cash, cash equivalents and restricted cash 1.4 (272.3 ) Cash, cash equivalents, and restricted cash, beginning of period 127.2 370.5 Cash, cash equivalents, and restricted cash, end of period $ 128.6 $ 98.2 SPECTRUM BRANDS HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (in millions) March 29, 2026 September 30,
2025 Assets Cash and cash equivalents $ 125.1 $ 123.6 Trade receivables, net 560.5 521.7 Other receivables 58.9 50.9 Inventories 487.1 446.1 Prepaid expenses and other current assets 40.3 41.9 Total current assets 1,271.9 1,184.2 Property, plant and equipment, net 242.5 255.0 Operating lease assets 118.6 73.5 Deferred charges and other 61.2 62.5 Goodwill 865.4 866.8 Intangible assets, net 914.3 937.6 Total assets $ 3,473.9 $ 3,379.6 Liabilities and Shareholders' Equity Current portion of long-term debt $ 12.0 $ 11.7 Accounts payable 348.7 283.7 Accrued wages and salaries 42.8 50.2 Accrued interest 4.9 4.5 Income tax payable 17.2 21.2 Short-term operating lease liabilities 20.9 31.8 Other current liabilities 107.8 120.1 Total current liabilities 554.3 523.2 Long-term debt, net of current portion 575.9 556.2 Long-term operating lease liabilities 116.7 54.5 Deferred income taxes 136.8 136.6 Uncertain tax benefit obligation 171.9 180.3 Other long-term liabilities 17.6 19.1 Total liabilities 1,573.2 1,469.9 Shareholders' equity 1,900.7 1,909.7 Total liabilities and shareholders' equity $ 3,473.9 $ 3,379.6 SPECTRUM BRANDS HOLDINGS, INC. OTHER SUPPLEMENTAL INFORMATION (Unaudited) NET SALES AND ORGANIC NET SALES The following is a summary of net sales by segment for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively. (in millions, except %) Three Month Periods Ended Six Month Periods Ended March 29, 2026 March 30, 2025 Variance March 29, 2026 March 30, 2025 Variance GPC $ 299.3 $ 269.2 $ 30.1 11.2 % $ 580.9 $ 529.2 $ 51.7 9.8 % H&G 169.5 152.3 17.2 11.3 % 243.4 244.4 (1.0 ) (0.4 )% HPC 240.1 254.2 (14.1 ) (5.5 )% 561.6 602.3 (40.7 ) (6.8 )% Net Sales $ 708.9 $ 675.7 33.2 4.9 % $ 1,385.9 $ 1,375.9 10.0 0.7 % The following is a reconciliation of reported sales to organic sales for the three and six month periods ended March 29, 2026 compared to reported net sales for the three and six month periods ended March 30, 2025, respectively. March 29, 2026 Net Sales March 30, 2025 Three Month Periods Ended (in millions, except %) Net Sales Effect of Changes in Foreign Currency Organic Net Sales Variance GPC $ 299.3 $ (9.7 ) $ 289.6 $ 269.2 $ 20.4 7.6 % H&G 169.5 (0.1 ) 169.4 152.3 17.1 11.2 % HPC 240.1 (13.1 ) 227.0 254.2 (27.2 ) (10.7 )% Total $ 708.9 $ (22.9 ) $ 686.0 $ 675.7 10.3 1.5 % March 29, 2026 Net Sales March 30, 2025 Six Month Periods Ended (in millions, except %) Net Sales Effect of Changes in Foreign Currency Organic Net Sales Variance GPC $ 580.9 $ (16.1 ) $ 564.8 $ 529.2 $ 35.6 6.7 % H&G 243.4 (0.1 ) 243.3 244.4 (1.1 ) (0.5 )% HPC 561.6 (25.2 ) 536.4 602.3 (65.9 ) (10.9 )% Total $ 1,385.9 $ (41.4 ) $ 1,344.5 $ 1,375.9 (31.4 ) (2.3 )% SPECTRUM BRANDS HOLDINGS, INC. OTHER SUPPLEMENTAL INFORMATION (Unaudited) ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN The following is a reconciliation of reported net income from continuing operations to adjusted EBITDA and adjusted EBITDA margin for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively. Three Month Periods Ended Six Month Periods Ended (in millions, except %) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025 Net income from continuing operations $ 22.5 $ 1.8 51.9 26.4 Income tax expense 14.3 9.6 5.4 21.4 Interest expense 7.3 7.5 14.1 13.7 Depreciation 13.9 14.0 29.5 28.0 Amortization 10.3 10.5 20.5 21.0 Share based compensation 6.0 5.2 10.3 9.9 Non-cash impairment charges — 15.7 0.5 15.7 Exit and disposal costs 3.8 3.5 4.9 4.0 Global ERP transformation1 2.4 2.3 4.8 4.8 Litigation costs2 0.7 0.8 1.6 1.6 Other3 2.8 0.4 3.1 2.6 Adjusted EBITDA $ 84.0 $ 71.3 $ 146.6 $ 149.1 Net sales $ 708.9 $ 675.7 $ 1,385.9 $ 1,375.9 Net income from continuing operations margin 3.2 % 0.3 % 3.7 % 1.9 % Adjusted EBITDA margin 11.8 % 10.6 % 10.6 % 10.8 % ____________________ 1 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026. 2 Litigation costs are associated with the Company's cost to facilitate various ongoing litigation matters associated with the Tristar Business acquisition in Fiscal 2023, previously disclosed in our 2025 Annual Report. Such costs are anticipated to be incurred until such litigation matters have been resolved. 3 Other is attributable to other project costs associated with previous strategic separation initiatives and distribution center transitions, plus certain non-recurring key executive severance costs in the prior year. SPECTRUM BRANDS HOLDINGS, INC. OTHER SUPPLEMENTAL INFORMATION (Unaudited) ADJUSTED DILUTED EPS The following is a reconciliation of reported diluted EPS from continuing operations to adjusted diluted EPS from continuing operations for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively. Three Month Periods Ended Six Month Periods Ended (per share amounts) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025 Diluted EPS from continuing operations $ 0.96 $ 0.06 $ 2.22 $ 0.95 Adjustments: Non-cash impairment charges — 0.60 0.02 0.58 Exit and disposal costs 0.16 0.14 0.21 0.15 Global ERP transformation1 0.11 0.09 0.20 0.18 Litigation costs2 0.03 0.03 0.07 0.05 Other3 0.11 0.01 0.13 0.10 Pre-tax adjustments 0.41 0.87 0.63 1.06 Tax impact of adjustments4 (0.12 ) (0.25 ) (0.20 ) (0.30 ) Net adjustments 0.29 0.62 0.43 0.76 Diluted EPS from continuing operations, as adjusted $ 1.25 $ 0.68 $ 2.65 $ 1.71 ____________________ 1 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026. 2 Litigation costs are associated with the Company's cost to facilitate various ongoing litigation matters associated with the Tristar Business acquisition in Fiscal 2023, previously disclosed in our 2025 Annual Report. Such costs are anticipated to be incurred until such litigation matters have been resolved. 3 Other is attributable to other project costs associated with previous strategic separation initiatives and distribution center transitions, plus certain non-recurring key executive severance costs in the prior year. 4 Income tax adjustment reflects the impact on the income tax provision from the adjustments to diluted EPS. SPECTRUM BRANDS HOLDINGS, INC. OTHER SUPPLEMENTAL INFORMATION (Unaudited) ADJUSTED FREE CASH FLOW The following is a reconciliation of reported operating cash flow from continuing operations to adjusted free cash flow for the six month periods ended March 29, 2026 and March 30, 2025, respectively. Six Month Periods Ended (in millions) March 29, 2026 March 30, 2025 Net cash provided by operating activities from continuing operations $ 77.9 $ (48.6 ) Purchases of property, plant and equipment (17.4 ) (15.1 ) Free cash flow 60.5 (63.7 ) Deal transaction costs1 — 5.9 Other2 0.1 (0.6 ) Adjusted free cash flow $ 60.6 $ (58.4 ) ____________________ 1 Incremental cash flow attributable to certain strategic transactions including previous separation initiatives. 2 Other is attributable to restricted cash balances which are considered a component of operating cash flow under US GAAP. View source version on businesswire.com: https://www.businesswire.com/news/home/20260506157622/en/ Investor/Media Contact:
Jen Schultz 314-253-5923 Original: Spectrum Brands Holdings Reports Fiscal 2026 Second Quarter Results
US Market News
4月前
Spectrum Brands Holdings Reports Fiscal 2026 First Quarter ResultsFebruary 5, 2026 6:30 AM
Business Wire
First Quarter Net Sales Decreased 3.3% and Organic Net Sales Decreased 6.0%
First Quarter Net Income From Continuing Operations of $29.4 Million and Adjusted EBITDA of $62.6 Million
First Quarter Operating Cash Flow From Continuing Operations of $67.7 Million and Adjusted Free Cash Flow of $59.7 Million
Repurchased 0.6 Million Shares in Q1 for $36 Million; New $300 Million Share Repurchase Authorization Approved
Ended First Quarter with Net Debt Leverage of 1.65x Adjusted EBITDA
Reiterating Fiscal 2026 Framework, Continue to Expect Net Sales to be Flat to Up Low Single Digits, Low Single Digit Growth in Adjusted EBITDA, and Approximately 50% Conversion of Adjusted EBITDA to Adjusted Free Cash Flow
Spectrum Brands Holdings, Inc. (NYSE: SPB; “Spectrum Brands” or the “Company”), a leading global branded consumer products and home essentials company focused on driving innovation and providing exceptional customer service, today reported results from continuing operations for the first quarter of fiscal 2026 ended December 28, 2025.
"We are pleased with our results this quarter, particularly that our most profitable and largest Adjusted EBITDA contributing business, Global Pet Care, returned to growth. Our Net Sales and Adjusted EBITDA exceeded expectations despite the ongoing macroeconomic challenges that continue to impact overall consumer demand. These results reinforce the effectiveness of our strategic initiatives and validate our belief that the difficult, but necessary, steps we implemented in fiscal 2025 were indeed the right course of action. Looking forward, we will continue to remain disciplined in the execution of our strategy, understanding that significant work still lies ahead,” said David Maura, Chairman and Chief Executive Officer of Spectrum Brands.
Mr. Maura continued, "we remain confident that Global Pet Care and Home & Garden will return to growth this fiscal year while we continue to improve the fundamentals of our Home & Personal Care business, and deliver improved profitability across all three businesses. We are reiterating our earnings framework of flat to low single digit revenue growth and low single digit adjusted EBITDA growth in fiscal 26."
Mr. Maura concluded, "We continue to believe our strong balance sheet, positive cash flow, and low leverage are a competitive advantage in an evolving M&A landscape, and that we are uniquely positioned to act as the M&A partner of choice for high-quality, synergistic assets in our sector. We believe that we can accelerate long-term growth through strategic M&A while remaining diligent and disciplined in our evaluation of these opportunities.”
Fiscal 2026 First Quarter Highlights
Three Month Periods Ended
(in millions, except per share and %)
December 28, 2025
December 29, 2024
Variance
Net sales
$
677.0
$
700.2
$
(23.2
)
(3.3
)%
Gross profit
241.6
257.8
(16.2
)
(6.3
)%
Gross profit margin
35.7
%
36.8
%
(110
)
bps
Operating income
27.1
44.7
(17.6
)
(39.4
)%
Net income from continuing operations
29.4
24.6
4.8
19.5
%
Net income from continuing operations margin
4.3
%
3.5
%
80
bps
Diluted earnings per share from continuing operations
$
1.25
$
0.87
$
0.38
43.7
%
Non-GAAP Operating Metrics
Adjusted EBITDA from continuing operations
$
62.6
$
77.8
(15.2
)
(19.5
)%
Adjusted EBITDA margin
9.2
%
11.1
%
(190
)
bps
Adjusted EPS from continuing operations
$
1.40
$
1.02
$
0.38
37.3
%
Net sales decreased 3.3% with a decrease in organic net sales of 6.0%, which excludes the impact of $18.5 million of favorable foreign exchange rates. The net sales decline was primarily due to continued category demand softness and the impact of an accelerated seasonal inventory build by some Home and Garden customers in the prior year. This was partially offset by our Global Pet Care business returning to growth with our key Companion Animal brands outperforming the market while also benefiting from a softer prior-year comparison
Gross profit and margin decreased from lower volume, higher trade spend, and higher tariff cost, partially offset by pricing, cost improvement actions, operational efficiencies and favorable foreign exchange.
Operating income decreased due to the decline in gross profit.
Net income from continuing operations and diluted earnings per share increased driven by lower taxes from a one-time tax benefit and lower share count partially offset by lower operating income.
Adjusted EBITDA decreased 19.5% and adjusted EBITDA margin decreased 190 basis points driven by lower volume and reduced gross margins, primarily due to tariff related disruptions.
Adjusted diluted EPS increased to $1.40 due to lower income tax and a reduction in outstanding shares, partially offset by lower adjusted EBITDA.
Fiscal 2026 First Quarter Segment Level Data
Global Pet Care (GPC)
Three Month Periods Ended
(in millions, except %)
December 28, 2025
December 29, 2024
Variance
Net sales
$
281.6
$
260.0
$
21.6
8.3
%
Adjusted EBITDA
49.0
51.5
(2.5
)
(4.9
)%
Adjusted EBITDA margin
17.4
%
19.8
%
(240
)
bps
Net sales increased 8.3%. Excluding favorable foreign currency impacts, organic net sales increased 5.8%. Sales in Companion Animal increased high single digits while sales in Aquatics increased low double digits. North American net sales in both categories were favorably impacted by a strategic shift of orders by retailers in the prior fiscal year. Excluding the favorable impact of foreign currency, organic net sales in the EMEA Companion Animal category declined. This decrease was primarily due to the timing of orders in Dog and Cat Food, which was affected by a new product launch in the prior fiscal year. This was partially offset by the continued strength of the GoodBoy brand. Aquatics organic net sales increased in EMEA driven by Tetra brand strength and a softer prior year comparison.
Adjusted EBITDA of $49.0 million decreased from $51.5 million in the prior year, and adjusted EBITDA margins were 17.4% compared to 19.8% in the prior year. The decline in adjusted EBITDA is due to higher tariff cost, inflation, and additional trade and investment spend partially offset by higher sales volume, pricing and cost improvement actions.
Home & Garden (H&G)
Three Month Periods Ended
(in millions, except %)
December 28, 2025
December 29, 2024
Variance
Net sales
$
73.9
$
92.1
$
(18.2
)
(19.8
)%
Adjusted EBITDA
4.5
9.3
(4.8
)
(51.6
)%
Adjusted EBITDA margin
6.1
%
10.1
%
(400
)
bps
Net sales decreased 19.8% and organic net sales decreased 19.8% due to an accelerated seasonal inventory build by certain retailers in the prior year, impacting all pest control categories.
Adjusted EBITDA of $4.5 million decreased from $9.3 million in the prior year, and adjusted EBITDA margins of 6.1% compared to 10.1% in the prior year primarily due to lower sales volume partially offset by productivity improvements and operational efficiencies.
Home & Personal Care (HPC)
Three Month Periods Ended
(in millions, except %)
December 28, 2025
December 29, 2024
Variance
Net sales
$
321.5
$
348.1
$
(26.6
)
(7.6
)%
Adjusted EBITDA
20.7
26.7
(6.0
)
(22.5
)%
Adjusted EBITDA margin
6.4
%
7.7
%
(130
)
bps
Net sales decreased 7.6%. Excluding favorable foreign currency impacts, organic net sales decreased 11.1%. Net sales in Personal Care were down mid single digits and net sales in Home Appliances were down high single digits. Excluding the favorable impact of foreign currency, organic net sales in EMEA declined across both Home Appliances and Personal Care with continued category demand softness. EMEA sales were also impacted by higher retailer inventory levels at a key retailer. LATAM organic net sales increased high teens, with growth in both categories. North American net sales percent declined in the mid teens, primarily driven by lower volumes in both categories in light of increased product cost from higher tariffs.
Adjusted EBITDA was $20.7 million compared to $26.7 million in the prior year, and adjusted EBITDA margins declined to 6.4% compared to 7.7% last year, driven by lower volumes and higher tariff costs partially offset by pricing, reduced investment spend, cost improvement initiatives, and favorable foreign exchange.
Liquidity and Debt
As of the end of the quarter, the Company had a cash balance of $126.6 million and total liquidity of $618.8 million, including undrawn capacity on its cash flow revolver of $492.2 million. The Company also had $578.9 million of debt outstanding, with no outstanding borrowings on the revolver, senior unsecured notes of $496.1 million and finance leases of $82.8 million. The Company ended the quarter with net debt of $452.3 million.
Fiscal 2026 Earnings Framework
The Company expects to deliver flat to low single digit growth in reported net sales in fiscal 2026. Fiscal 2026 adjusted EBITDA is expected to increase by low single digits. Adjusted free cash flow is expected to be approximately 50% of adjusted EBITDA.
The Company continues to target a long-term net leverage ratio of 2.0 - 2.5 times.
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 5, 2026. The 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. Participants may register here. Instructions will be provided to ensure the necessary audio applications are downloaded and installed. Users can obtain these at no charge.
A replay of the live broadcast will be accessible through the Event Calendar page in the Investor Relations section of the Company’s website.
About Spectrum Brands Holdings, Inc.
Spectrum Brands is a home-essentials company with a mission to make living better at home. We focus on delivering innovative products and solutions to consumers for use in and around the home through our trusted brands. We are a leading supplier of specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, shaving and grooming products, personal care products, and small household appliances. Helping to meet the needs of consumers worldwide, we offer a broad portfolio of market-leading, well-known and widely trusted brands including Tetra®, DreamBone®, SmartBones®, Nature’s Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!®, OmegaOne®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®, Black Flag®, Liquid Fence®, Remington®, George Foreman®, Russell Hobbs®, Black + Decker®, PowerXL®, Emeril Lagasse®, and Copper Chef®. For more information, please visit www.spectrumbrands.com. Spectrum Brands – A Home Essentials Company™
Non-GAAP Measurements
Our consolidated results contain non-GAAP metrics such as organic net sales, adjusted EBITDA, adjusted EBITDA margin, adjusted EPS and adjusted Free Cash Flow. While we believe organic net sales and adjusted EBITDA, adjusted EBITDA margin, adjusted EPS and adjusted Free Cash Flow 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 (where 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 rates 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 current period 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.
Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance of our business. These metrics provide investors additional information about our operating profitability for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. They 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 from continuing operations. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation; impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets; gain or loss from the early extinguishment of debt; and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired. Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales.
Adjusted EPS - Management uses adjusted 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 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. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. Adjusted EPS is calculated by excluding the effect of certain adjustments from diluted EPS, including non-cash adjustments including impairment charges on property, plant and equipment, operating and finance lease assets, and goodwill and other intangible assets; gain or loss from the early extinguishment of debt; and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired. Additionally, the Company will further recognize adjustments from diluted EPS for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EPS is further impacted by the effect on the income tax provision from adjustments made to reported diluted EPS.
Adjusted Free Cash Flow - Management uses adjusted free cash flow as a means of analyzing the Company's operating results and evaluating cash flow generation from its revenue generating activities, excluding certain cash flow activity associated with strategic transactions and other costs and receipts attributable to non-recurring events. Management believes that adjusted free cash flow is a useful measure in understanding cash flow conversion associated with the Company's operations that is available for acquisitions and other investments, service of debt, dividends and share repurchases and meetings its working capital requirements. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business, as well as assisting investors in evaluating how well we are generating cash flow from operations, as securities analysts and other interested parties use such calculations as a measure of financial performance, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. Free cash flow is calculated by excluding capital expenditures from cash flow provided (used) by operating activities and further adjusted for non-operating strategic transaction costs and other non-recurring or unusual cash flow activity that would otherwise be considered operating cash flow under US GAAP. Cash flow conversion is adjusted free cash flow as a percentage of adjusted EBITDA.
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 or implied certain forward-looking statements in this document. Statements or expectations regarding our business and M&A strategy, earnings framework, future free cash flows, tariff impact and mitigation efforts, future operations and operating model, financial condition, estimated revenues, projected costs, inventory management, supply chain and supply chain relocation efforts, earnings power, project synergies, prospects, plans and strategic objectives of management, the geopolitical environment, and information concerning expected actions of third parties are forward-looking statements. Our statements also reflect our expectations regarding tariffs, which are based on currently known and effective tariffs, including tariffs placed by the United States ("U.S.") on other countries and tariffs announced by other countries on the U.S., and do not reflect tariffs that have been announced and delayed or other additional tariffs which could result in additional costs. When used in this report, the words future, anticipate, pro forma, seek, intend, plan, envision, estimate, believe, belief, expect, project, forecast, outlook, earnings framework, goal, target, could, would, will, can, should, may and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Because 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 economic, social and political conditions, civil unrest, terrorist attacks, acts of war, natural disasters or other public health concerns in the U.S. or the international markets that impact our business, customers, employees (including our ability to retain and attract key personnel), manufacturing facilities, suppliers, capital markets or financial condition and results of operations, which may amplify the other risks and uncertainties we face; (2) the number of local, regional and global uncertainties could negatively impact our business; (3) the negative effect of the Russia-Ukraine war and the Israel-Hamas war and their impact on those regions and surrounding regions, including the Middle East and disruptions to international trade, supply chain and shipping routes and pricing, and on our operations and those operations of our customers, suppliers and other stakeholders; (4) our reliance on third-party partners, suppliers and distributors that are outside our control to achieve our business objectives; (5) the impact of government intervention with or influence on the operations of our suppliers, including in China; (6) the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring and optimization activities, including changes in inventory and distribution center changes which are complicated and involve coordination among a number of stakeholders, including our suppliers and transportation and logistics handlers; (7) the impact of our indebtedness and financial leverage position on our business, financial condition and results of operations; (8) 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; (9) any failure to comply with financial covenants and other provisions and restrictions of our debt instruments; (10) the effects of interest rate fluctuations or general economic conditions, including the impact of, uncertainty around and changes to, tariffs and trade policies, including the tariffs and trade agreements announced by the Trump Administration in 2025 and that may be announced in the future, tariff mitigation efforts (including supply chain relocation efforts), inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or monetary or fiscal policies in the countries where we do business; (11) the impact of fluctuations in transportation and shipment costs, fuel costs, commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit; (12) changes in foreign currency exchange rates that may impact our purchasing power, pricing and margin realization within international jurisdictions; (13) the loss of, significant reduction in, or dependence upon, sales to any significant retail customer(s), including their changes in retail inventory levels and management thereof; (14) competitive promotional activity or spending by competitors, or price reductions by competitors; (15) the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands, including via private label manufacturers; (16) changes in consumer spending preferences, shopping trends, and demand for our products, particularly in light of economic stress; (17) our ability to develop and successfully introduce new products, protect intellectual property and avoid infringing the intellectual property of third parties; (18) our ability to successfully identify, implement, achieve and sustain productivity improvements, cost efficiencies (including at our manufacturing and distribution operations) and cost savings; (19) the seasonal nature of sales of certain of our products; (20) the impact weather conditions may have on the sales of certain of our products; (21) our ability to respond to unusual weather activity, natural disasters and pandemics; (22) the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations); (23) our ability to use social media platforms as effective marketing tools and to manage negative commentary regarding us, and the impact of rules governing the use of e-commerce and social media; (24) 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; (25) the impact of existing, pending or threatened litigation, government regulation or other requirements or operating standards applicable to our business; (26) the impact of cybersecurity breaches or our actual or perceived failure to protect company and personal data, including our failure to comply with new and increasingly complex global data privacy regulations; (27) changes in accounting policies applicable to our business; (28) our discretion to adopt, conduct, suspend or discontinue any share repurchase program or conduct any debt repayments, redemptions, repurchases or refinancing transactions (including our discretion to conduct purchases or repurchases, if any, in a variety of manners including open-market purchases, privately negotiated transactions, tender offers, redemptions, or otherwise); (29) our ability to utilize net operating loss carry-forwards to offset tax liabilities; (30) our ability to separate the Company’s HPC business and create an independent Global Appliances business on expected terms, and within the anticipated time period, or at all, and to realize the potential benefits of such business; (31) our ability to create a pure play consumer products company composed of our GPC and H&G businesses and to realize the expected benefits of such creation, and within the anticipated time period, or at all; (32) our ability to successfully implement and realize the benefits of acquisitions or dispositions and the impact of any such transactions on our financial performance; (33) the impact of actions taken by significant shareholders; (34) the unanticipated loss of key members of senior management and the transition of new members of our management teams to their new roles; and (35) the other risk factors set forth in Spectrum Brands Holdings, Inc. 2025 Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and the other filings within the U.S. Securities and Exchange Commission (the "SEC").
Some of the above-mentioned factors are described in further detail in the sections entitled Risk Factors in our annual and quarterly reports (including this report), as applicable. You should assume the information appearing in this report 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 that date. Except as required by applicable law, including the securities laws of the U.S. and the rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
SPECTRUM BRANDS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Month Periods Ended
(in millions, except per share amounts)
December 28,
2025
December 29,
2024
Net sales
$
677.0
$
700.2
Cost of goods sold
435.4
442.4
Gross profit
241.6
257.8
Selling, general & administrative
214.5
213.1
Operating income
27.1
44.7
Interest expense
6.8
6.2
Interest income
(0.6
)
(2.6
)
Other non-operating expense, net
0.4
4.7
Income from continuing operations before income taxes
20.5
36.4
Income tax (benefit) expense
(8.9
)
11.8
Net income from continuing operations
29.4
24.6
Loss from discontinued operations, net of tax
(1.0
)
(0.8
)
Net income
28.4
23.8
Net income from continuing operations attributable to non-controlling interest
—
0.3
Net income attributable to controlling interest
$
28.4
$
23.5
Amounts attributable to controlling interest
Net income from continuing operations attributable to controlling interest
$
29.4
$
24.3
Loss from discontinued operations attributable to controlling interest, net of tax
(1.0
)
(0.8
)
Net income attributable to controlling interest
$
28.4
$
23.5
Earnings Per Share
Basic earnings per share from continuing operations
$
1.25
$
0.87
Basic earnings per share from discontinued operations
(0.04
)
(0.03
)
Basic earnings per share
$
1.21
$
0.84
Diluted earnings per share from continuing operations
$
1.25
$
0.87
Diluted earnings per share from discontinued operations
(0.04
)
(0.03
)
Diluted earnings per share
$
1.21
$
0.84
Weighted Average Shares Outstanding
Basic
23.4
27.9
Diluted
23.5
28.1
SPECTRUM BRANDS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)
Three Month Periods Ended
(in millions)
December 28, 2025
December 29, 2024
Cash flows from operating activities
Net cash provided (used) by operating activities from continuing operations
$
67.7
$
(71.9
)
Net cash used by operating activities from discontinued operations
(0.3
)
(0.5
)
Net cash provided (used) by operating activities
67.4
(72.4
)
Cash flows from investing activities
Purchases of property, plant and equipment
(8.1
)
(5.9
)
Cash flows from financing activities
Payment of debt and debt premium
(3.0
)
(2.6
)
Payment of debt issuance costs
—
(0.1
)
Dividends paid to shareholders
(10.9
)
(13.2
)
Treasury stock purchases
(35.5
)
(72.9
)
Excise tax paid on net share repurchases
—
(4.1
)
Share based award tax withholding payments, net of proceeds upon vesting
(8.2
)
(4.4
)
Net cash used by financing activities
(57.6
)
(97.3
)
Effect of exchange rate changes on cash and cash equivalents
1.2
(12.9
)
Net change in cash, cash equivalents and restricted cash
2.9
(188.5
)
Cash, cash equivalents, and restricted cash, beginning of period
127.2
370.5
Cash, cash equivalents, and restricted cash, end of period
$
130.1
$
182.0
SPECTRUM BRANDS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)
(in millions)
December 28, 2025
September 30, 2025
Assets
Cash and cash equivalents
$
126.6
$
123.6
Trade receivables, net
517.0
521.7
Other receivables
57.5
50.9
Inventories
450.8
446.1
Prepaid expenses and other current assets
48.9
41.9
Total current assets
1,200.8
1,184.2
Property, plant and equipment, net
247.9
255.0
Operating lease assets
112.6
73.5
Deferred charges and other
65.1
62.5
Goodwill
867.5
866.8
Intangible assets, net
929.0
937.6
Total assets
$
3,422.9
$
3,379.6
Liabilities and Shareholders' Equity
Current portion of long-term debt
$
11.9
$
11.7
Accounts payable
334.0
283.7
Accrued wages and salaries
29.6
50.2
Accrued interest
3.1
4.5
Income tax payable
27.7
21.2
Short-term operating lease liabilities
19.9
31.8
Other current liabilities
116.0
120.1
Total current liabilities
542.2
523.2
Long-term debt, net of current portion
554.3
556.2
Long-term operating lease liabilities
111.5
54.5
Deferred income taxes
129.8
136.6
Uncertain tax benefit obligation
167.1
180.3
Other long-term liabilities
18.7
19.1
Total liabilities
1,523.6
1,469.9
Shareholders' equity
1,899.3
1,909.7
Total liabilities and shareholders' equity
$
3,422.9
$
3,379.6
SPECTRUM BRANDS HOLDINGS, INC.
OTHER SUPPLEMENTAL INFORMATION (Unaudited)
NET SALES AND ORGANIC NET SALES
The following is a summary of net sales by segment for the three month periods ended December 28, 2025 and December 29, 2024, respectively.
(in millions, except %)
Three Month Periods Ended
December 28,
2025
December 29,
2024
Variance
GPC
$
281.6
$
260.0
$
21.6
8.3
%
H&G
73.9
92.1
(18.2
)
(19.8
)%
HPC
321.5
348.1
(26.6
)
(7.6
)%
Net Sales
$
677.0
$
700.2
(23.2
)
(3.3
)%
The following is a reconciliation of reported sales to organic sales for the three month period ended December 28, 2025 compared to reported net sales for the three month period ended December 29, 2024, respectively.
December 28, 2025
Net Sales
December 29, 2024
Three Month Periods Ended
(in millions, except %)
Net Sales
Effect of Changes in Foreign Currency
Organic Net Sales
Variance
GPC
$
281.6
$
(6.4
)
$
275.2
$
260.0
$
15.2
5.8
%
H&G
73.9
—
73.9
92.1
(18.2
)
(19.8
)%
HPC
321.5
(12.1
)
309.4
348.1
(38.7
)
(11.1
)%
Total
$
677.0
$
(18.5
)
$
658.5
$
700.2
(41.7
)
(6.0
)%
SPECTRUM BRANDS HOLDINGS, INC.
OTHER SUPPLEMENTAL INFORMATION (Unaudited)
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
The following is a reconciliation of reported net income from continuing operations to adjusted EBITDA and adjusted EBITDA margin for the three month periods ended December 28, 2025 and December 29, 2024, respectively.
Three Month Periods Ended
(in millions, except %)
December 28, 2025
December 29, 2024
Net income from continuing operations
$
29.4
$
24.6
Income tax (benefit) expense
(8.9
)
11.8
Interest expense
6.8
6.2
Depreciation
15.6
14.0
Amortization
10.2
10.5
Share based compensation
4.3
4.7
Non-cash impairment charges
0.5
—
Exit and disposal costs
1.1
0.5
Global ERP transformation1
2.4
2.5
Litigation costs2
0.9
0.8
Other3
0.3
2.2
Adjusted EBITDA
$
62.6
$
77.8
Net sales
$
677.0
$
700.2
Net income from continuing operations margin
4.3
%
3.5
%
Adjusted EBITDA margin
9.2
%
11.1
%
____________________
1
Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026.
2
Litigation costs are associated with the Company's cost to facilitate various ongoing litigation matters associated with the Tristar Business acquisition in Fiscal 2023, previously disclosed in our 2025 Annual Report. Such costs are anticipated to be incurred until such litigation matters have been resolved.
3
Other is attributable to other project costs associated with previous strategic separation initiatives and distribution center transitions, plus certain non-recurring key executive severance costs in the prior year.
SPECTRUM BRANDS HOLDINGS, INC.
OTHER SUPPLEMENTAL INFORMATION (Unaudited)
ADJUSTED DILUTED EPS
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 28, 2025 and December 29, 2024, respectively.
Three Month Periods Ended
(per share amounts)
December 28, 2025
December 29, 2024
Diluted EPS from continuing operations
$
1.25
$
0.87
Adjustments:
Non-cash impairment charges
0.02
—
Exit and disposal costs
0.05
0.02
Global ERP transformation1
0.10
0.09
Litigation costs2
0.04
0.03
Other3
0.01
0.08
Pre-tax adjustments
0.22
0.22
Tax impact of adjustments4
(0.07
)
(0.07
)
Net adjustments
0.15
0.15
Diluted EPS from continuing operations, as adjusted
$
1.40
$
1.02
____________________
1
Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026.
2
Litigation costs are associated with the Company's cost to facilitate various ongoing litigation matters associated with the Tristar Business acquisition in Fiscal 2023, previously disclosed in our 2025 Annual Report. Such costs are anticipated to be incurred until such litigation matters have been resolved.
3
Other is attributable to other project costs associated with previous strategic separation initiatives and distribution center transitions, plus certain non-recurring key executive severance costs in the prior year.
4
Income tax adjustment reflects the impact on the income tax provision from the adjustments to diluted EPS.
SPECTRUM BRANDS HOLDINGS, INC.
OTHER SUPPLEMENTAL INFORMATION (Unaudited)
ADJUSTED FREE CASH FLOW
The following is a reconciliation of reported operating cash flow from continuing operations to adjusted free cash flow for the three month periods ended December 28, 2025 and December 29, 2024, respectively.
Three Month Periods Ended
(in millions)
December 28, 2025
December 29, 2024
Net cash provided by operating activities from continuing operations
$
67.7
$
(71.9
)
Purchases of property, plant and equipment
(8.1
)
(5.9
)
Free cash flow
59.6
(77.8
)
Deal transaction costs1
—
4.5
Other2
0.1
(0.5
)
Adjusted free cash flow
$
59.7
$
(73.8
)
____________________
1
Incremental cash flow attributable to certain strategic transactions including previous separation initiatives.
2
Other is attributable to restricted cash balances which are considered a component of operating cash flow under US GAAP.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260204777633/en/
Investor/Media Contact:
Jen Schultz 314-253-5923
Original: Spectrum Brands Holdings Reports Fiscal 2026 First Quarter Results
Enterprising Investor
3年前
Spectrum Brands Completes Sale of Hardware and Home Improvement Business for $4.3 Billion (6/20/23)
MIDDLETON, Wis.--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB; “Spectrum Brands” or the “Company”), a leading global branded consumer products and home essentials company focused on driving innovation and providing exceptional customer service, today announced the closing of the previously announced sale of the Company’s Hardware and Home Improvement business (“HHI”) to ASSA ABLOY for $4.3 billion in cash, prior to customary purchase price adjustments.
David Maura, Spectrum Brands’ Chief Executive Officer, said, “We are very pleased to complete this transaction, which is the culmination of a tremendous amount of hard work. I am thankful for our management team’s efforts and the steadfast support and encouragement of our Board of Directors and stockholders. We could not have asked for a better partner in ASSA ABLOY and could not be happier to have them as the new stewards of our business and employer of our former colleagues.
“Today’s closing delivers significant liquidity and strength to our balance sheet providing us with solid financial footing to execute on our objectives both strategically and operationally in this increasingly uncertain and challenging economic environment. After taxes, fees, and customary price adjustments, we expect to receive approximately $3.6 billion of net proceeds from this sale.
“We intend to use the proceeds from the sale to materially reduce our indebtedness, strengthen our operating performance and fund opportunistic M&A activities. We will also be in a position to return a substantial amount of capital to our stockholders.
“We remain committed to our strategic goal of becoming a faster growing, higher margin, pure play Global Pet Care and Home & Garden company by ultimately separating our Home & Personal Care business from our remaining businesses in the medium term. These initiatives are a testament to our commitment to delivering value to our stockholders and underscores our view that our Company has significant upside potential.”
The Company intends to reduce its indebtedness by approximately $1.6 billion by repaying in full the outstanding loans under its term loan facility and revolving credit facility, which had outstanding loans in a principal amount of $392 million and $715 million, respectively, as of the time of close, and by redeeming in full our 5.75% Notes due July 15, 2025, of which approximately $450 million in aggregate principal amount is outstanding. Following these repayments, the Company intends to permanently terminate the $500 million of revolving loan commitments under its $1.1 billion revolving credit facility, with the remaining $600 million of revolving loan commitments being available under its credit agreement for subsequent borrowings.
The Company’s Board of Directors has approved a new stock repurchase program authorizing the purchase of up to $1 billion of common stock, replacing the prior stock repurchase program. Pursuant to this program, the Company intends to enter into an accelerated share repurchase agreement to purchase an aggregate of $500 million of the Company’s common stock. After paying down debt and funding this ASR, the Company expects to be at a net cash position at the end of fiscal 23.
Finally, the Company also intends to use a portion of the transaction proceeds to invest in its long-term operating performance and free cash flow generating capacity. The Company will continue to seek opportunities to invest in its employees and talent base, marketing, advertising and innovation of new products and IT infrastructure. Additionally, the Company will continue to monitor the market for opportunistic, attractive and synergistic M&A opportunities particularly within its Global Pet Care business. Until deployed, the Company will invest the remaining proceeds in highly rated, liquid depository accounts, time deposits, and money market funds, taking advantage of the investment returns available from the attractive current market rates.
As previously announced, on September 8, 2021, Spectrum Brands announced an agreement to sell HHI to ASSA ABLOY, subject to receipt of regulatory approvals and satisfaction of customary closing conditions. On September 15, 2022, the U.S. Department of Justice (the “DOJ”) filed a lawsuit to block the closing of the sale and on December 2, 2022, in order to address the DOJ’s concerns, ASSA ABLOY entered into an agreement to sell its Emtek and the Smart Residential Business in the U.S. and Canada to Fortune Brands. Thereafter, on May 5, 2023, the parties entered into a stipulation with the DOJ to settle the lawsuit and receive the DOJ’s approval for the completion of the sale. Finally, on June 5, 2023, the parties received the final remaining regulatory approval from the Mexican competition authority to complete the transaction.
About Spectrum Brands
Spectrum Brands Holdings is a home-essentials company with a mission to make living better at home. We focus on delivering innovative products and solutions to consumers for use in and around the home through our trusted brands. We are a leading supplier of specialty pet supplies, lawn and garden and home pest control products, personal insect repellents, shaving and grooming products, personal care products, and small household appliances. Helping to meet the needs of consumers worldwide, Spectrum Brands offers a broad portfolio of market-leading, well-known and widely trusted brands including Tetra®, DreamBone®, SmartBones®, Nature’s Miracle®, 8-in-1®, FURminator®, Healthy-Hide®, Good Boy®, Meowee!®, OmegaOne®, Spectracide®, Cutter®, Repel®, Hot Shot®, Rejuvenate®, Black Flag®, Liquid Fence®, Remington®, George Foreman®, Russell Hobbs®, BLACK + DECKER®, PowerXL®, Emeril Lagasse®, and Copper Chef®. For more information, please visit www.spectrumbrands.com. Spectrum Brands – A Home Essentials Company™.
https://www.businesswire.com/news/home/20230619209742/en/
Enterprising Investor
8年前
Spectrum Brands Holdings to Combine with HRG Group in Transaction Valued at $10 Billion (2/26/18)
Spectrum Brands to Become Independent Company with Widely Distributed Shareholder Base
Combined Company Well Positioned to Advance Strategy as Faster-Growing, Higher-Margin, More Focused Consumer Brands Business
Spectrum Brands Management Team to Continue in Current Roles
MIDDLETON, Wis. & NEW YORK--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB) (“Spectrum Brands”), a global consumer products company offering a portfolio of leading brands providing superior value to consumers and customers every day, and HRG Group, Inc. (NYSE: HRG) (“HRG”), a holding company with shares of Spectrum Brands as its principal holding, today announced that they have entered into a definitive merger agreement pursuant to which Spectrum Brands will combine with HRG. As a result, HRG’s shareholders will effectively hold HRG’s interests in Spectrum Brands directly following the combination. The transaction has been unanimously recommended by the Special Committee of independent directors of the Spectrum Brands Board of Directors (the “Special Committee”), and was also approved by the Spectrum Brands and HRG boards.
Under the terms of the agreement, immediately prior to closing, HRG will effect a reverse stock split such that HRG shareholders receive in the aggregate a number of shares of the combined company equal to the number of shares of Spectrum Brands currently held by HRG, subject to certain adjustments to account for HRG’s net debt and transaction costs as well as a $200 million upward adjustment. The $200 million upward adjustment takes into account that the combination transforms Spectrum Brands into an independent public company with no controlling shareholder and a widely held shareholder base as well as certain favorable tax attributes of HRG. Upon closing, Spectrum Brands shareholders will receive one newly issued share of the combined company for each share of Spectrum Brands that they owned prior to the combination. The transaction is expected to be tax free to Spectrum Brands and Spectrum Brands shareholders, and to HRG and HRG shareholders.
Following the transaction, the current Spectrum Brands management team will lead the combined company. In addition, HRG’s board will be replaced by the Spectrum Brands board. Ehsan Zargar will resign from the Spectrum Brands board and will be replaced by an independent director to be selected by Leucadia National Corporation (“Leucadia”), HRG’s largest shareholder. Leucadia also has an ongoing right to designate one director, so long as it owns at least 10% of the number of combined company’s shares issued and outstanding as of the closing, which is initially expected to be the current Spectrum Brands’ director and Leucadia’s Chairman, Joseph Steinberg. Pro forma for the reverse stock split, the merger and the adjustments described above, Leucadia is expected to hold approximately 13% of the combined company and another 45% of the combined company is expected to be widely held by HRG’s legacy stockholders. Such ownership percentages assume approximately $324 million of HRG’s net debt at closing and are based on the number of shares outstanding and market prices as of February 22, 2018 (but are subject to adjustment for HRG’s actual amount of net debt, transaction costs and outstanding shares at closing).
“We are pleased to have reached this mutually-beneficial agreement with HRG,” said Terry Polistina, Chairman of the Special Committee of Spectrum Brands. “Under this new ownership structure, Spectrum Brands will be an independent company with a widely distributed shareholder base and improved governance structure. We believe this transaction will deliver substantial value to all Spectrum Brands shareholders, including the company’s minority shareholders, and we look forward to the current Spectrum Brands’ management team advancing our growth and success."
“I want to thank the special committee for their work in negotiating this transaction with HRG, which will result in an independent company with meaningfully increased trading liquidity in our common stock,” said David Maura, Executive Chairman of Spectrum Brands. “Spectrum Brands is making substantial progress in its ongoing, rapid transformation, including the planned reallocation of approximately $3.6 billion of gross capital. We are excited to emerge as a faster-growing, higher-margin company with a meaningfully stronger balance sheet and the flexibility to strategically redeploy a large amount of capital through share repurchases and highly accretive acquisitions, as opportunities present themselves. We remain poised to deliver stronger organic growth across our organization and build upon our near 10-year track record of serving our investors with exceptional shareholder value creation. We have come a long way over the last decade, and the team couldn’t be more excited about the future of Spectrum Brands and our ability to serve our customers, employees and our stakeholders like never before.”
“We believe this agreement represents a constructive outcome for Spectrum Brands, HRG and all shareholders,” said Joseph Steinberg, Chairman of the Board and Chief Executive Officer of HRG. “The transaction advances the wind down of the HRG parent company and eliminates its overhead. Importantly, the combination with Spectrum Brands provides our shareholders with the ability to participate in the upside potential of the combined company.”
“With this transaction, we are unlocking value for HRG shareholders and providing them with enhanced liquidity going forward. We want to express our sincere gratitude to the HRG board and our employees, both past and present, for all of their contributions to the success of HRG. Since 2011, their talent and dedication helped build strong businesses, and enabled HRG to deliver maximum value to our shareholders,” said Ehsan Zargar, Executive Vice President, Chief Operating Officer, General Counsel and Corporate Secretary of HRG.
Timeframe to Completion
The transaction is expected to close by the end of the second calendar quarter of 2018. Closing of the transaction remains subject to the satisfaction of customary closing conditions, including the approval of both the holders of a majority of Spectrum Brands’ outstanding shares and the holders of the majority of such shares held by persons other than HRG and its affiliates and the executive officers of Spectrum Brands. Closing is also subject to the approval of a majority of HRG’s outstanding shares. HRG has entered into a voting agreement with respect to the Spectrum Brands vote. Leucadia and Fortress Investment Group, which together own approximately 40% of HRG’s common shares, enthusiastically support the transactions and have entered into customary voting agreements to vote their shares of HRG in favor of the transaction. The parties do not anticipate needing any regulatory approvals in connection with the transaction.
The combined company will be named Spectrum Brands Holdings, Inc. and will trade under the ticker “SPB.” The company will remain headquartered in Middleton, Wisconsin.
Other Transaction Terms
Spectrum Brands’ board has approved a short-term shareholder rights plan, effective today. The plan is intended to ensure that the Spectrum Brands board can protect all shareholder interests as it executes the changes announced today by preserving the value of the combined company’s substantial net operating and capital loss carryforwards. The plan is not intended to prevent any action that the Spectrum Brands board determines to be in the best interests of the company.
HRG’s board has approved a shareholder rights plan, effective today. The plan is intended to ensure that the HRG board can protect all shareholder interests as it executes the changes announced today by preserving the value of the combined company’s substantial net operating and capital loss carryforwards. The plan is not intended to prevent any action that the HRG board determines to be in the best interests of the company.
Batteries and Appliances Sale Processes
The combination with HRG will not have an impact on the previously announced pending sale of Spectrum Brands’ global battery business to Energizer Holdings, Inc. It will also not have an impact on Spectrum Brands’ previously announced exploration of alternatives for its appliances business, which has received strong interest from potential buyers with an expected agreement and closing by the end of fiscal year 2018. In total, Spectrum Brands expects to receive $3.6-$3.7 billion in gross proceeds, including $2 billion from the sale of Spectrum Brands’ global battery business and $1.6-$1.7 billion from the sale of its appliances business.
Advisors
Moelis & Company LLC is serving as financial advisor to the Special Committee and Kirkland & Ellis LLP and Cleary Gottlieb Steen & Hamilton LLP are serving as its legal advisors.
J.P. Morgan Securities LLC and Jefferies LLC are serving as financial advisors to HRG and Davis Polk & Wardwell LLP is serving as its legal advisor.
About Spectrum Brands Holdings, Inc.
Spectrum Brands Holdings, a member of the Russell 1000 Index, is a global and diversified consumer products company and a leading supplier of consumer batteries, 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, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Black + Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS® and Eukanuba® (Europe only), Healthy-Hide®, Digest-eeze™, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands’ products are sold in approximately 160 countries. For more information, visit www.spectrumbrands.com.
About HRG Group, Inc.
HRG Group, Inc. is a holding company that conducts its operations through its operating subsidiaries. As of December 31, 2017, the Company’s principal operating subsidiary was Spectrum Brands, a global branded consumer products company. HRG is headquartered in New York and traded on the New York Stock Exchange under the symbol HRG. For more information on HRG, visit: www.HRGgroup.com.
https://www.businesswire.com/news/home/20180226005822/en/Spectrum-Brands-Holdings-Combine-HRG-Group-Transaction
Enterprising Investor
10年前
Spectrum Brands Announces Tender Offer for its 6.375% Senior Notes Due 2020 (9/12/16)
[url][/url][tag]insert-text-here[/tag]MIDDLETON, Wis.--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer products company with market-leading brands, announced today that its wholly owned subsidiary Spectrum Brands, Inc. (“Spectrum Brands”) commenced a cash tender offer (the “Tender Offer”) with respect to any and all of the $520 million aggregate outstanding principal amount of Spectrum Brands 6.375% Senior Notes due 2020 (the “Notes”).
Spectrum Brands will pay the purchase price for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on September 19, 2016, unless extended or earlier terminated by Spectrum Brands in its sole discretion (the “Expiration Time”). The “Settlement Date” for the Tender Offer will promptly follow the Expiration Time and is expected to be September 20, 2016. Following payment for the Notes accepted pursuant to the terms of the Tender Offer, Spectrum Brands currently intends, but is not obligated, to redeem any and all Notes that remain outstanding. The Tender Offer does not constitute a notice of redemption or an obligation to issue a notice of redemption. Other information relating to the Offer is listed in the table below.
6.375% Senior Notes due 2020
CUSIP No. 84762LAN5; ISIN US84762LAN55;
$520,000,000.00
$1,039.88
___________________________
(1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest. Holders will receive in cash an amount equal to accrued and unpaid interest in addition to the Notes Consideration.
The Tender Offer is contingent upon, among other things, Spectrum Brands’ successful completion of one or more debt securities offerings in an amount of at least €375,000,000 and that, when combined with available borrowing capacity under its revolving credit facility, is sufficient to fund the purchase of validly tendered Notes accepted for purchase in the Tender Offer and to pay all fees and expenses associated with such financing and the Tender Offer. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. Spectrum Brands may amend, extend or terminate the Tender Offer, in its sole discretion. Tendered Notes may be withdrawn any time prior to the Expiration Time.
The terms and conditions of the Tender Offer are described in the Offer to Purchase, dated September 13, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
Spectrum Brands has retained Deutsche Bank Securities Inc. to serve as the Dealer Manager for the Tender Offer. Requests for documents may be directed to D.F. King & Co., the Information Agent and Tender Agent at spb@dfking.com, (888) 288-0951 (toll-free) or (212) 269-5550 (collect). Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc. at (855) 287-1922 or (212) 250-7527.
Copies of the Offer to Purchase and the related notice of guaranteed delivery are also available at the following web address: http://www.dfking.com/spb
This press release is for informational purposes only. The Tender Offer is being made solely by the Offer to Purchase. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of concurrently offered securities will be made only by means of a private offering memorandum. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Spectrum Brands by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
None of Spectrum Brands, the Information Agent, the Tender Agent, the Dealer Manager or any of their respective affiliates makes any recommendation as to whether holders should tender or refrain from tendering their Notes, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.
Spectrum Brands Holdings, a member of the Russell 2000 Index, is a global consumer products company offering an expanding portfolio of leading brands providing superior value to consumers and customers every day. The Company is a leading supplier of consumer batteries, 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, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Russell Hobbs®, Black+ Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS®, Eukanuba®, Digest-eeze™, Healthy-Hide®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in approximately 160 countries. Based in Middleton, Wisconsin, Spectrum Brands Holdings generated net sales of approximately $4.69 billion in fiscal 2015. For more information, visit www.spectrumbrands.com.
Spectrum Brands Announces Tender Offer for its 6.375% Senior Notes Due 2020
September 12, 2016 06:08 PM Eastern Daylight Time
MIDDLETON, Wis.--(BUSINESS WIRE)--Spectrum Brands Holdings, Inc. (NYSE: SPB), a global consumer products company with market-leading brands, announced today that its wholly owned subsidiary Spectrum Brands, Inc. (“Spectrum Brands”) commenced a cash tender offer (the “Tender Offer”) with respect to any and all of the $520 million aggregate outstanding principal amount of Spectrum Brands 6.375% Senior Notes due 2020 (the “Notes”).
Spectrum Brands will pay the purchase price for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on September 19, 2016, unless extended or earlier terminated by Spectrum Brands in its sole discretion (the “Expiration Time”). The “Settlement Date” for the Tender Offer will promptly follow the Expiration Time and is expected to be September 20, 2016. Following payment for the Notes accepted pursuant to the terms of the Tender Offer, Spectrum Brands currently intends, but is not obligated, to redeem any and all Notes that remain outstanding. The Tender Offer does not constitute a notice of redemption or an obligation to issue a notice of redemption. Other information relating to the Offer is listed in the table below.
Principal Amount of
Notes CUSIP Number
Notes Outstanding
Notes Consideration (1)
6.375%
Senior Notes
due 2020
CUSIP No. 84762LAN5;
ISIN US84762LAN55; $520,000,000.00
$1,039.88
___________________________
(1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest. Holders will receive in cash an amount equal to accrued and unpaid interest in addition to the Notes Consideration.
The Tender Offer is contingent upon, among other things, Spectrum Brands’ successful completion of one or more debt securities offerings in an amount of at least €375,000,000 and that, when combined with available borrowing capacity under its revolving credit facility, is sufficient to fund the purchase of validly tendered Notes accepted for purchase in the Tender Offer and to pay all fees and expenses associated with such financing and the Tender Offer. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. Spectrum Brands may amend, extend or terminate the Tender Offer, in its sole discretion. Tendered Notes may be withdrawn any time prior to the Expiration Time.
The terms and conditions of the Tender Offer are described in the Offer to Purchase, dated September 13, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
Spectrum Brands has retained Deutsche Bank Securities Inc. to serve as the Dealer Manager for the Tender Offer. Requests for documents may be directed to D.F. King & Co., the Information Agent and Tender Agent at spb@dfking.com, (888) 288-0951 (toll-free) or (212) 269-5550 (collect). Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc. at (855) 287-1922 or (212) 250-7527.
Copies of the Offer to Purchase and the related notice of guaranteed delivery are also available at the following web address: http://www.dfking.com/spb
This press release is for informational purposes only. The Tender Offer is being made solely by the Offer to Purchase. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of concurrently offered securities will be made only by means of a private offering memorandum. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Spectrum Brands by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
None of Spectrum Brands, the Information Agent, the Tender Agent, the Dealer Manager or any of their respective affiliates makes any recommendation as to whether holders should tender or refrain from tendering their Notes, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
About Spectrum Brands Holdings, Inc. and Spectrum Brands, Inc.
Spectrum Brands Holdings, a member of the Russell 2000 Index, is a global consumer products company offering an expanding portfolio of leading brands providing superior value to consumers and customers every day. The Company is a leading supplier of consumer batteries, 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, personal insect repellents, and auto care products. Helping to meet the needs of consumers worldwide, our Company offers a broad portfolio of market-leading, well-known and widely trusted brands including Rayovac®, VARTA®, Kwikset®, Weiser®, Baldwin®, National Hardware®, Pfister®, Remington®, George Foreman®, Russell Hobbs®, Black+ Decker®, Tetra®, Marineland®, Nature’s Miracle®, Dingo®, 8-in-1®, FURminator®, IAMS®, Eukanuba®, Digest-eeze™, Healthy-Hide®, Littermaid®, Spectracide®, Cutter®, Repel®, Hot Shot®, Black Flag®, Liquid Fence®, Armor All®, STP® and A/C PRO®. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in approximately 160 countries. Based in Middleton, Wisconsin, Spectrum Brands Holdings generated net sales of approximately $4.69 billion in fiscal 2015. For more information, visit www.spectrumbrands.com.