Item 7.01 Regulation FD Disclosure.
As previously disclosed,
during the fourth quarter of 2018, the Company entered into an agreement to sell its European business operations and retain its
Brazilian business operations. At December 31, 2018, the European business operations were considered held for sale in accordance
with FASB ASC No. 360,
Property, Plant, and Equipment
, and presented as discontinued operations in the Company’s
Consolidated Financial Statements, in accordance with FASB ASC No. 205,
Discontinued Operations
. At December 31, 2018,
the Brazilian business operations were considered held and used in accordance with FASB ASC No. 360,
Property, Plant, and
Equipment
, and no longer presented as discontinued operations in the Company’s Consolidated Financial Statements.
In the Company’s
Current Report on Form 8-K furnished to the SEC on February 12, 2019, the Company’s Consolidated Statements of Operations
set forth separately, for the quarter and year ended December 31, 2018 and 2017, among other things, the Company’s consolidated
income from continuing operations and consolidated income / (loss) from discontinued operations, reflecting the Company’s
European business operations as discontinued operations and the Company’s Brazilian business operations within continuing
operations.
Exhibit 99.1 annexed
hereto sets forth, for each of the quarters ended March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018, selected
consolidated statement of operations data for such periods as adjusted to present the Company’s European business operations
as discontinued operations and the Company’s Brazilian business operations within continuing operations.
Exhibit 99.2 annexed
hereto sets forth, for each of the quarters ended March 31, 2018, June 30, 2018, September 30, 2018, and December 31, 2018, selected
consolidated statement of operations data in tables entitled “Non-GAAP Financial Measure Reconciliations” and
“Certain Items Included in Net Income.” Exhibit 99.2 annexed hereto sets forth, for each of such periods, such
supplemental information as adjusted to present the Company’s European business operations as discontinued operations and
the Company’s Brazilian business operations within continuing operations.
All information presented
herein is consistent with the information presented in the Company’s Current Report on Form 8-K dated February 12, 2019.
This information in
the annexed exhibits includes the following non-GAAP financial measures: “adjusted EBITDA” and “adjusted earnings
per share”. The Company defined adjusted EBITDA as net income/(loss) before interest, taxes, depreciation, amortization,
restructuring items and other adjustments described in the reconciliations provided in Exhibit 99.1. Adjusted earnings per share
exclude certain income and expense items described in Exhibit 99.2. The Company used adjusted EBITDA and adjusted earnings per
share as supplements to information provided in accordance with generally accepted accounting principles (“GAAP”) in
evaluating the Company’s business and they are included Current Report because they are principal factors upon which the
Company’s management assesses performance and in certain instances in measuring performance for compensation purposes. Reconciliations
of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP are
set forth in the annexed exhibits. The non-GAAP measures presented in such exhibits are not measures of performance under GAAP.
These measures should not be considered as alternatives for the most directly comparable financial measures calculated in accordance
with GAAP. Other companies in the Company’s industry may define these non-GAAP measures differently than the Company does
and, as a result, these non-GAAP measures may not be comparable to similarly titled measures used by other companies in the Company’s
industry; and certain of the Company’s non-GAAP financial measures exclude financial information that some may consider important
in evaluating our performance.
The information in
this report, including Exhibit 99.1 and Exhibit 99.2 hereto, is being “furnished” and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section
and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.