Rayovac 2013 Annual Report Download - page 7

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Terry L. Polistina
Former President, Global Appliances,
Spectrum Brands Holdings, Inc.
Age 50; Director since 2009
Norman S. Matthews 3
Independent Business Consultant
Age 80; Director since 2009
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 Com-
pany’s Periodic Report on Form 8-K filed with the SEC on November 21, 2013
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 com-
panies, since interest, taxes, depreciation and amortization can differ greatly be-
tween 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 work-
ing 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 state-
ment 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.
2013 DIRECTORS AND OFFICERS
BOARD OF DIRECTORS COMMITTEES OF THE BOARD
EXECUTIVE OFFICERS
1 Audit Committee
Mr. Davis is Chair.
2 Compensation Committee
Mr. Ambrecht is Chair.
3 Nominating and Corporate
Governance Committee
Mr. Matthews is Chair.
David R. Lumley
President and Chief Executive Officer
Age 59; joined Company in 2006
Anthony L. Genito
Executive Vice President
and Chief Financial Officer
Age 57; joined Company in 2004
Andreas R. Rouvé
President, International
Age 52; joined Company in 2002
Nathan E. Fagre
Senior Vice President,
General Counsel and Secretary
Age 58; joined Company in 2011
David M. Maura* 2
Executive Vice President and Director,
Harbinger Group Inc.
Age 41; Director since 2010
Omar M. Asali** 3
President and Director,
Harbinger Group Inc.
Age 43; Director since 2011
David R. Lumley
President and Chief Executive Officer,
Spectrum Brands Holdings, Inc.
Age 59; Director since 2010
Kenneth C. Ambrecht 1, 2, 3
Managing Partner,
KCA Associates LLC
Age 68; Director since 2009
Eugene I. Davis 1, 2
Chairman and CEO,
Pirinate Consulting Group LLC
Age 58; Director since 2009
Hugh R. Rovit 1
Chief Executive Officer,
Ellery Homestyles
Age 53; Director since 2009
*Chairman of the Board
**Vice Chairman of the Board