Rayovac 2012 Annual Report Download - page 7

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Non-GAAP Measurements
Within this annual report, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and free cash flow. These non-GAAP metrics are reconciled
to their nearest GAAP equivalents within the Company’s Periodic Report on Form 8-K filed with the SEC on November 14, 2012 within Exhibit 99.1 thereto. 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 can also 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’s management believes that free cash flow is useful to both management and investors in their analysis of the
Company’s ability to service and repay its debt and meet its working capital requirements. Free cash flow should not be considered in isolation or as a substitute for pretax income (loss), net
income (loss), cash provided by (used in) operating activities or other statement of operations or cash flow statement data prepared in accordance with GAAP or as a measure of profitability
or liquidity. In addition, the calculation of free cash flow does not reflect cash used to service debt and, therefore, does not reflect funds available for investment or discretionary uses. 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.
2012 DIRECTORS AND OFFICERS
David R. Lumley
Chief Executive Officer and
President, Global Batteries and
President, Home and Garden,
Spectrum Brands Holdings, Inc.
Age 58; Director since 2010
Norman S. Matthews ³
Independent Business Consultant
Age 80; Director since 2009
Terry L. Polistina
President, Global Appliances,
Spectrum Brands Holdings, Inc.
Age 49; Director since 2009
Hugh R. Rovit ¹
Chief Executive Officer,
Sure Fit, Inc.
Age 52; Director since 2009
*Chairman of the Board
**Vice Chairman of the Board
¹ Audit Committee
Mr. Davis is Chair.
² Compensation Committee
Mr. Ambrecht is Chair.
³ Nominating and Corporate
Governance Committee
Mr. Matthews is Chair.
EXECUTIVE OFFICERS
COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
David R. Lumley
Chief Executive Officer and
President, Global Batteries and
President, Home and Garden
Age 58; joined Company in 2006
Anthony L. Genito
Executive Vice President
and Chief Financial Officer
Age 56; joined Company in 2004
John A. Heil
President, Global Pet Supplies
Age 60; joined Company in 2005
Terry L. Polistina
President, Global Appliances
Age 49; joined Company in 2010
Nathan E. Fagre
Senior Vice President,
General Counsel and Secretary
Age 57; joined Company in 2011
David M. Maura* ²
Executive Vice President and Director,
Harbinger Group Inc.
Age 40; Director since 2010
Omar M. Asali** ³
President and Director,
Harbinger Group Inc.
Age 42; Director since 2011
Kenneth C. Ambrecht ² ³
Managing Partner,
KCA Associates LLC
Age 67; Director since 2009
Eugene I. Davis ¹ ²
Chairman and CEO,
Pirinate Consulting Group LLC
Age 57; Director since 2009
Virginia A. Kamsky ³
Chairman and CEO,
Kamsky Associates, Inc.
Age 59; Director since 2010
Marc S. Kirschner ¹ ³
Restructuring Consultant
Age 70; Director since 2009