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Spectrum Brands Holdings To Acquire Stanley Black & Decker’s Hardware & Home Improvement Group For $1.4 Billion In Cash

Non-GAAP Measurements

Management believes that certain non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results for the Company, current results for HHI, and current results on a pro-forma basis of the combined operations of the Company and HHI. Within this release, including the tables attached hereto, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA). See attached Table A, “Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA,” for a reconciliation of GAAP Net Income (Loss) to adjusted EBITDA. Adjusted EBITDA is a metric used by management and frequently used by the financial community which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA also can be a useful measure of a company’s ability to service debt and is one of the measures used for determining the Company’s debt covenant compliance. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period. 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.

Table A: Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA

                           

LTM July 1,2012

LTM July 1,2012

LTM July 1,2012

LTM July 1,2012

LTM July 1,2012

LTM June 30,2012

YE Dec. 31,2011

LTM June 30,2012

LTM June 30,2012

GBA PET H&G

CORP/Unallocated

SPB

HHI (excl. TongLong)

Tong Long

HHI (inc. TongLong)

Combined Co.
Net Income (loss) $ 191 $ 54 $ 72 $ (308 ) $ 9

 

41 $ 5 $ 45 $ 54
Income tax expense - - - 62 62 14 1 15 77
Interest expense - - - 192 192 37 - 37 229
Restructuring and related charges 11 14 1 1 27 24 - 24 51
Acquisition and integration related charges 18 3 1 4 26 - - - 26
Intangible asset impairment 23 8 1 - 32 - - - 32
Other   -     -     -     -       -   22   (1 )   21   21
Adjusted EBIT $ 243 $ 79 $ 75 $ (49 ) $ 348 $ 139 $ 5 $ 143 $ 491
Depreciation and amortization   63     26     12     24       125   42   2     44   169
Adjusted EBITDA $ 306 $ 105 $ 87 $ (25 ) $ 473   181 $ 7   $ 188 $ 661
 
Sales $ 2,263 $ 603 $ 381 $ - $ 3,247 $ 939 $ 985 $ 4,232

1 Includes results of Tong Lung Metal Industry Co. Ltd. for the 12-months ended 12/31/2011.

Copyright Business Wire 2010
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