SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2018
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
|
||||
Commission File No. |
Name of Registrant, State of Incorporation, Address of Principal Offices, and Telephone No. |
IRS Employer Identification No. |
||
001-34757 |
Spectrum Brands Holdings, Inc. (a Delaware corporation) 3001 Deming Way Middleton, WI 53562 (608) 275-3340 www.spectrumbrands.com |
27-2166630 |
||
333-192634-03 |
SB/RH Holdings, LLC (a Delaware limited liability company) 3001 Deming Way Middleton, WI 53562 (608) 275-3340 |
27-2812840 |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
||||||
|
Spectrum Brands Holdings, Inc. |
Yes |
☒ |
No |
☐ |
|
|
SB/RH Holdings, LLC |
Yes |
☒ |
No |
☐ |
|
Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
Spectrum Brands Holdings, Inc. |
Yes |
☒ |
No |
☐ |
|
|
SB/RH Holdings, LLC |
Yes |
☒ |
No |
☐ |
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Registrant |
|
Large Accelerated Filer |
|
Accelerated filer |
|
Non-accelerated filer |
|
Smaller reporting company |
Spectrum Brands Holdings, Inc. |
|
X |
|
|
|
|
|
|
SB/RH Holdings, LLC |
|
|
|
|
|
X |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Spectrum Brands Holdings, Inc. |
Yes |
☐ |
No |
☒ |
|
|
SB/RH Holdings, LLC |
Yes |
☐ |
No |
☒ |
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1993 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter
|
Spectrum Brands Holdings, Inc. |
Yes |
☐ |
No |
☒ |
|
|
SB/RH Holdings, LLC |
Yes |
☐ |
No |
☒ |
|
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
|
Spectrum Brands Holdings, Inc. |
|
☐ |
|
|
|
|
SB/RH Holdings, LLC |
|
☐ |
|
|
|
As of May 1, 2018, there were outstanding 55,352,755 shares of Spectrum Brands Holdings, Inc.’s common stock, par value $0.01 per share.
SB/RH Holdings, LLC meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with a reduced disclosure format as permitted by general instruction H(2).
Forward-Looking Statements
We have made or implied certain forward-looking statements in this report. All statements, other than statements of historical facts included in this report, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our business strategy, future operations, financial condition, estimated revenues, projected costs, projected synergies, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward-looking statements. When used in this report, the words anticipate, intend, plan, estimate, believe, expect, project, could, will, should, may and similar expressions are also intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Since 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:
· |
the impact of our indebtedness on our business, financial condition and results of operations; |
· |
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; |
· |
any failure to comply with financial covenants and other provisions and restrictions of our debt instruments; |
· |
the impact of actions taken by significant stockholders; |
· |
the impact of fluctuations in commodity prices, costs or availability of raw materials or terms and conditions available from suppliers, including suppliers’ willingness to advance credit; |
· |
interest rate and exchange rate fluctuations; |
· |
the loss of, significant reduction in, or dependence upon, sales to any significant retail customer(s); |
· |
competitive promotional activity or spending by competitors, or price reductions by competitors; |
· |
the introduction of new product features or technological developments by competitors and/or the development of new competitors or competitive brands; |
· |
the effects of general economic conditions, including inflation, recession or fears of a recession, depression or fears of a depression, labor costs and stock market volatility or changes in trade, monetary or fiscal policies in the countries where we do business; |
· |
changes in consumer spending preferences and demand for our products; |
· |
our ability to develop and successfully introduce new products, protect our intellectual property and avoid infringing the intellectual property of third parties; |
· |
our ability to successfully implement, achieve and sustain manufacturing and distribution cost efficiencies and improvements, and fully realize anticipated cost savings; |
· |
the seasonal nature of sales of certain of our products; |
· |
the effects of climate change and unusual weather activity; |
· |
the cost and effect of unanticipated legal, tax or regulatory proceedings or new laws or regulations (including environmental, public health and consumer protection regulations); |
· |
public perception regarding the safety of products, that we manufacture or sell, including the potential for environmental liabilities, product liability claims, litigation and other claims related to products manufactured by us and third parties; |
· |
the impact of pending or threatened litigation; |
· |
the impact of cybersecurity breaches or our actual or perceived failure to protect company and personal data; |
· |
changes in accounting policies applicable to our business; |
· |
our ability to utilize our net operating loss carry-forwards to offset tax liabilities from future taxable income; |
· |
government regulations; |
· |
the impact of expenses resulting from the implementation of new business strategies, divestitures or current and proposed restructuring activities; |
· |
our inability to successfully integrate and operate new acquisitions at the level of financial performance anticipated; |
· |
the unanticipated loss of key members of senior management; |
· |
the effects of political or economic conditions, terrorist attacks, acts of war or other unrest in international markets; |
· |
the special committee’s exploration of strategic alternatives and the terms of any strategic transaction, if any; |
· |
the Company’s ability to consummate the announced sale of our Global Battery and Lighting business on the expected terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including receipt of regulatory approvals, and our ability to realize the expected benefits of such transaction and to successfully separate such business; |
· |
the outcome of the Company’s exploration of strategic options for its Personal Care and Small Appliances businesses, including uncertainty regarding consummation of any such transaction or transactions and the terms of such transaction or transactions, if any, and, if consummate, the Company’s ability to realize the expected benefits of such transaction or transactions and potential disruption to our business or diverted management attention as a result of the exploration or negotiation of such transaction or transactions; |
· |
the Company’s ability to consummate the announced merger with HRG Group, Inc. on the disclosed terms and within the anticipated time period, or at all, which is dependent on the parties ability to satisfy certain closing conditions, including favorable votes from the required percentages of shareholders of HRG Group, Inc. and the Company’s shareholders, and our ability to realize the expected benefits of such transaction; |
· |
the transition to a new chief executive officer and such officer’s ability to determine and implement changes at the Company to improve the Company’s business and financial performance; and |
· |
the Company’s ability to implement a successful restructuring of the leadership of the Global Auto Care business unit with the Pet, Home & Garden business unit to form a separate Consumer Products group, and to realize the synergies and business and financial benefits anticipated from such restructuring. |
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 end of the period covered by this report, 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 United States (“U.S.”) and the rules and regulations of the United States Securities and Exchange Commission (“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.
SB/RH HOLDINGS, LLC
TABLE OF CONTENTS
This report is a combined report of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC. The combined notes to the condensed consolidated financial statements include notes representing Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC and certain notes related specifically to SB/RH Holdings, LLC.
PART I |
FINANCIAL INFORMATION |
Page |
2 | ||
Spectrum Brands Holdings, Inc. Condensed Consolidated Financial Statements (Unaudited) |
||
|
Condensed Consolidated Statements of Financial Position as of April 1, 2018 and September 30, 2017 |
2 |
|
3 | |
|
3 | |
|
4 | |
SB/RH Holdings, LLC Condensed Consolidated Financial Statements (Unaudited) |
||
|
Condensed Consolidated Statements of Financial Position as of April 1, 2018 and September 30, 2017 |
5 |
|
6 | |
|
6 | |
|
7 | |
Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC Combined (Unaudited) |
||
|
Combined Notes to Condensed Consolidated Financial Statements |
8 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32 | |
45 | ||
46 | ||
PART II |
OTHER INFORMATION |
|
47 | ||
47 | ||
49 | ||
49 | ||
49 | ||
|
50 |
1
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Financial Position
As of April 1, 2018 and September 30, 2017
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
April 1, 2018 |
|
September 30, 2017 |
||
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
135.2 |
|
$ |
168.2 |
Trade receivables, net |
|
|
337.6 |
|
|
266.0 |
Other receivables |
|
|
24.6 |
|
|
19.4 |
Inventories |
|
|
610.5 |
|
|
496.3 |
Prepaid expenses and other current assets |
|
|
58.7 |
|
|
54.2 |
Current assets of business held for sale |
|
|
1,976.0 |
|
|
603.0 |
Total current assets |
|
|
3,142.6 |
|
|
1,607.1 |
Property, plant and equipment, net |
|
|
503.9 |
|
|
503.1 |
Deferred charges and other |
|
|
60.6 |
|
|
43.5 |
Goodwill |
|
|
2,280.2 |
|
|
2,277.1 |
Intangible assets, net |
|
|
1,589.5 |
|
|
1,612.0 |
Noncurrent assets of business held for sale |
|
|
— |
|
|
1,376.9 |
Total assets |
|
$ |
7,576.8 |
|
$ |
7,419.7 |
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
20.3 |
|
$ |
19.4 |
Accounts payable |
|
|
359.6 |
|
|
371.6 |
Accrued wages and salaries |
|
|
33.6 |
|
|
49.9 |
Accrued interest |
|
|
47.5 |
|
|
48.5 |
Other current liabilities |
|
|
119.6 |
|
|
123.4 |
Current liabilities of business held for sale |
|
|
558.6 |
|
|
500.6 |
Total current liabilities |
|
|
1,139.2 |
|
|
1,113.4 |
Long-term debt, net of current portion |
|
|
4,314.4 |
|
|
3,752.3 |
Deferred income taxes |
|
|
285.8 |
|
|
493.2 |
Other long-term liabilities |
|
|
131.9 |
|
|
58.0 |
Noncurrent liabilities of business held for sale |
|
|
— |
|
|
156.1 |
Total liabilities |
|
|
5,871.3 |
|
|
5,573.0 |
Commitments and contingencies (Note 17) |
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
|
Common Stock |
|
|
0.6 |
|
|
0.6 |
Additional paid-in capital |
|
|
2,113.1 |
|
|
2,145.3 |
Accumulated earnings |
|
|
375.3 |
|
|
262.3 |
Accumulated other comprehensive loss, net of tax |
|
|
(198.1) |
|
|
(209.6) |
Treasury stock, at cost |
|
|
(595.7) |
|
|
(360.7) |
Total shareholders' equity |
|
|
1,695.2 |
|
|
1,837.9 |
Noncontrolling interest |
|
|
10.3 |
|
|
8.8 |
Total equity |
|
|
1,705.5 |
|
|
1,846.7 |
Total liabilities and equity |
|
$ |
7,576.8 |
|
$ |
7,419.7 |
See accompanying notes to the condensed consolidated financial statements
2
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Income
For the three and six month periods ended April 1, 2018 and April 2, 2017
(unaudited)
|
|
Three Month Periods Ended |
|
Six Month Periods Ended |
||||||||
(in millions, except per share) |
|
April 1, 2018 |
|
April 2, 2017 |
|
April 1, 2018 |
|
April 2, 2017 |
||||
Net sales |
|
$ |
766.1 |
|
$ |
756.5 |
|
$ |
1,412.6 |
|
$ |
1,358.7 |
Cost of goods sold |
|
|
494.8 |
|
|
445.6 |
|
|
898.6 |
|
|
807.7 |
Restructuring and related charges |
|
|
3.1 |
|
|
4.1 |
|
|
5.0 |
|
|
5.2 |
Gross profit |
|
|
268.2 |
|
|
306.8 |
|
|
509.0 |
|
|
545.8 |
Selling |
|
|
126.6 |
|
|
119.3 |
|
|
239.9 |
|
|
225.9 |
General and administrative |
|
|
66.7 |
|
|
68.4 |
|
|
129.5 |
|
|
128.5 |
Research and development |
|
|
7.2 |
|
|
7.0 |
|
|
14.2 |
|
|
13.6 |
Acquisition and integration related charges |
|
|
4.5 |
|
|
3.2 |
|
|
9.7 |
|
|
6.5 |
Restructuring and related charges |
|
|
20.0 |
|
|
3.8 |
|
|
38.6 |
|
|
5.0 |
Total operating expenses |
|
|
225.0 |
|
|
201.7 |
|
|
431.9 |
|
|
379.5 |
Operating income |
|
|
43.2 |
|
|
105.1 |
|
|
77.1 |
|
|
166.3 |
Interest expense |
|
|
42.1 |
|
|
38.8 |
|
|
80.6 |
|
|
81.9 |
Other non-operating expense, net |
|
|
1.4 |
|
|
2.0 |
|
|
2.7 |
|
|
0.9 |
(Loss) Income from continuing operations before income taxes |
|
|
(0.3) |
|
|
64.3 |
|
|
(6.2) |
|
|
83.5 |
Income tax (benefit) expense |
|
|
(1.1) |
|
|
24.4 |
|
|
(127.2) |
|
|
31.1 |
Net income from continuing operations |
|
|
0.8 |
|
|
39.9 |
|
|
121.0 |
|
|
52.4 |
Income from discontinued operations, net of tax |
|
|
0.7 |
|
|
18.7 |
|
|
41.6 |
|
|
71.5 |
Net income |
|
|
1.5 |
|
|
58.6 |
|
|
162.6 |
|
|
123.9 |
Net income (loss) attributable to non-controlling interest |
|
|
0.1 |
|
|
(0.2) |
|
|
1.0 |
|
|
(0.2) |
Net income attributable to controlling interest |
|
$ |
1.4 |
|
$ |
58.8 |
|
$ |
161.6 |
|
$ |
124.1 |
Amounts attributable to controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to controlling interest |
|
$ |
0.8 |
|
$ |
39.9 |
|
$ |
120.2 |
|
$ |
52.4 |
Net Income from discontinued operations attributable to controlling interest |
|
|
0.6 |
|
|
18.9 |
|
|
41.4 |
|
|
71.7 |
Net Income attributable to controlling interest |
|
$ |
1.4 |
|
$ |
58.8 |
|
$ |
161.6 |
|
$ |
124.1 |
Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share from continuing operations |
|
$ |
0.02 |
|
$ |
0.68 |
|
$ |
2.09 |
|
$ |
0.89 |
Basic earnings per share from discontinued operations |
|
|
0.01 |
|
|
0.32 |
|
|
0.72 |
|
|
1.21 |
Basic earnings per share |
|
$ |
0.03 |
|
$ |
1.00 |
|
$ |
2.81 |
|
$ |
2.10 |
Diluted earnings per share from continuing operations |
|
$ |
0.02 |
|
$ |
0.68 |
|
$ |
2.09 |
|
$ |
0.88 |
Diluted earnings per share from discontinued operations |
|
|
0.01 |
|
|
0.32 |
|
|
0.72 |
|
|
1.21 |
Diluted earnings per share |
|
$ |
0.03 |
|
$ |
1.00 |
|
$ |
2.81 |
|
$ |
2.09 |
Dividends per share |
|
$ |
0.42 |
|
$ |
0.42 |
|
$ |
0.85 |
|
$ |
0.80 |
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
57.1 |
|
|
58.8 |
|
|
57.4 |
|
|
59.1 |
Diluted |
|
|
57.2 |
|
|
59.0 |
|
|
57.4 |
|
|
59.3 |
See accompanying notes to the condensed consolidated financial statements
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Comprehensive Income
For the three and six month periods ended April 1, 2018 and April 2, 2017
(unaudited)
|
|
Three Month Periods Ended |
|
Six Month Periods Ended |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
April 1, 2018 |
|
April 2, 2017 |
|
April 1, 2018 |
|
April 2, 2017 |
||||
Net income |
|
$ |
1.5 |
|
$ |
58.6 |
|
$ |
162.6 |
|
$ |
123.9 |
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss), net tax of $(3.4), $(0.4), $3.9 and $3.5, respectively |
|
|
24.2 |
|
|
21.7 |
|
|
22.2 |
|
|
(24.4) |
Unrealized (loss) gain on hedging activity, net tax of $3.7, $4.5, $3.7, and $(9.7), respectively |
|
|
(11.6) |
|
|
(9.7) |
|
|
(9.8) |
|
|
14.5 |
Defined benefit pension (loss) gain, net tax of $0.2, $0.1, $0.2 and $(1.1), respectively |
|
|
(0.5) |
|
|
(0.3) |
|
|
(0.4) |
|
|
3.0 |
Other comprehensive income (loss), net of tax |
|
|
12.1 |
|
|
11.7 |
|
|
12.0 |
|
|
(6.9) |
Comprehensive income |
|
|
13.6 |
|
|
70.3 |
|
|
174.6 |
|
|
117.0 |
Comprehensive income (loss) attributable to non-controlling interest |
|
|
0.3 |
|
|
0.1 |
|
|
0.5 |
|
|
(0.2) |
Comprehensive income attributable to controlling interest |
|
$ |
13.3 |
|
$ |
70.2 |
|
$ |
174.1 |
|
$ |
117.2 |
See accompanying notes to the condensed consolidated financial statements
3
SPECTRUM BRANDS HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
For the six month periods ended April 1, 2018 and April 2, 2017
(unaudited)
|
||||||
|
|
Six Month Periods Ended |
||||
(in millions) |
|
April 1, 2018 |
|
April 2, 2017 |
||
Cash flows from operating activities |
|
|
|
|
|
|
Net income |
|
$ |
162.6 |
|
$ |
123.9 |
Income from discontinued operations, net of tax |
|
|
41.6 |
|
|
71.5 |
Net income from continuing operations |
|
|
121.0 |
|
|
52.4 |
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
67.1 |
|
|
61.3 |
Share based compensation |
|
|
0.4 |
|
|
19.5 |
Amortization of debt issuance costs |
|
|
4.1 |
|
|
3.6 |
Write-off of unamortized discount and debt issuance costs |
|
|
— |
|
|
1.9 |
Purchase accounting inventory adjustment |
|
|
0.8 |
|
|
|
Non-cash debt accretion |
|
|
0.5 |
|
|
0.4 |
Pet safety recall inventory write-off |
|
|
1.6 |
|
|
— |
Deferred tax (benefit) expense |
|
|
(151.6) |
|
|
0.6 |
Net changes in operating assets and liabilities |
|
|
(198.1) |
|
|
(185.2) |
Net cash used by operating activities from continuing operations |
|
|
(154.2) |
|
|
(45.5) |
Net cash (used) provided by operating activities from discontinued operations |
|
|
(48.5) |
|
|
75.6 |
Net cash (used) provided by operating activities |
|
|
(202.7) |
|
|
30.1 |
Cash flows from investing activities |
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(34.2) |
|
|
(37.1) |
Proceeds from sales of property, plant and equipment |
|
|
0.9 |
|
|
0.2 |
Other investing activities |
|
|
— |
|
|
(1.2) |
Net cash used by investing activities from continuing operations |
|
|
(33.3) |
|
|
(38.1) |
Net cash used by investing activities from discontinued operations |
|
|
(14.2) |
|
|
(13.6) |
Net cash used by investing activities |
|
|
(47.5) |
|
|
(51.7) |
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from issuance of debt |
|
|
573.2 |
|
|
211.5 |
Payment of debt |
|
|
(37.8) |
|
|
(145.8) |
Payment of debt issuance costs |
|
|
(0.3) |
|
|
(2.7) |
Payment of cash dividends |
|
|
(48.5) |
|
|
(47.3) |
Treasury stock purchases |
|
|
(258.0) |
|
|
(103.1) |
Share based tax withholding payments, net of proceeds upon vesting |
|
|
(22.4) |
|
|
(23.9) |
Net cash provided (used) by financing activities from continuing operations |
|
|
206.2 |
|
|
(111.3) |
Net cash provided (used) by financing activities from discontinued operations |
|
|
7.8 |
|
|
(1.2) |
Net cash provided (used) by financing activities |
|
|
214.0 |
|
|
(112.5) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
3.2 |
|
|
(4.0) |
Net change in cash and cash equivalents |
|
|
(33.0) |
|
|
(138.1) |
Cash and cash equivalents, beginning of period |
|
|
168.2 |
|
|
275.3 |
Cash and cash equivalents, end of period |
|
$ |
135.2 |
|
$ |
137.2 |
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
103.9 |
|
$ |
97.1 |
Cash paid for taxes |
|
$ |
24.8 |
|
$ |
19.0 |
Non cash investing activities |
|
|
|
|
|
|
Acquisition of property, plant and equipment through capital leases |
|
$ |
4.3 |
|
$ |
122.2 |
Non cash financing activities |
|
|
|
|
|
|
Issuance of shares through stock compensation plan |
|
$ |
37.6 |
|
$ |
53.5 |
See accompanying notes to the condensed consolidated financial statements
4
Condensed Consolidated Statements of Financial Position
As of April 1, 2018 and September 30, 2017
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
April 1, 2018 |
|
September 30, 2017 |
||
Assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
135.2 |
|
$ |
168.2 |
Trade receivables, net |
|
|
337.6 |
|
|
266.0 |
Other receivables |
|
|
46.7 |
|
|
18.7 |
Inventories |
|
|
610.5 |
|
|
496.3 |
Prepaid expenses and other current assets |
|
|
58.7 |
|
|
54.2 |
Current assets of business held for sale |
|
|
1,976.0 |
|
|
603.0 |
Total current assets |
|
|
3,164.7 |
|
|
1,606.4 |
Property, plant and equipment, net |
|
|
503.9 |
|
|
503.1 |
Deferred charges and other |
|
|
50.9 |
|
|
28.4 |
Goodwill |
|
|
2,280.2 |
|
|
2,277.1 |
Intangible assets, net |
|
|
1,589.5 |
|
|
1,612.0 |
Noncurrent assets of business held for sale |
|
|
— |
|
|
1,376.9 |
Total assets |
|
$ |
7,589.2 |
|
$ |
7,403.9 |
Liabilities and Shareholder's Equity |
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
20.3 |
|
$ |
19.4 |
Accounts payable |
|
|
359.6 |
|
|
371.6 |
Accrued wages and salaries |
|
|
33.6 |
|
|
49.9 |
Accrued interest |
|
|
47.5 |
|
|
48.5 |
Other current liabilities |
|
|
113.7 |
|
|
118.9 |
Current liabilities of business held for sale |
|
|
558.6 |
|
|
500.6 |
Total current liabilities |
|
|
1,133.3 |
|
|
1,108.9 |
Long-term debt, net of current portion |
|
|
4,314.4 |
|
|
3,752.3 |
Deferred income taxes |
|
|
286.7 |
|
|
493.2 |
Other long-term liabilities |
|
|
131.9 |
|
|
58.0 |
Noncurrent liabilities of business held for sale |
|
|
— |
|
|
156.1 |
Total liabilities |
|
|
5,866.3 |
|
|
5,568.5 |
Commitments and contingencies (Note 17) |
|
|
|
|
|
|
Shareholder's equity |
|
|
|
|
|
|
Other capital |
|
|
2,070.7 |
|
|
2,079.0 |
Accumulated deficit |
|
|
(160.0) |
|
|
(42.8) |
Accumulated other comprehensive loss, net of tax |
|
|
(198.1) |
|
|
(209.6) |
Total shareholder's equity |
|
|
1,712.6 |
|
|
1,826.6 |
Noncontrolling interest |
|
|
10.3 |
|
|
8.8 |
Total equity |
|
|
1,722.9 |
|
|
1,835.4 |
Total liabilities and equity |
|
$ |
7,589.2 |
|
$ |
7,403.9 |
See accompanying notes to the condensed consolidated financial statements
5
SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Income
For the three and six month periods ended April 1, 2018 and April 2, 2017
(unaudited)
|
||||||||||||
|
|
Three Month Periods Ended |
|
Six Month Periods Ended |
||||||||
(in millions) |
|
April 1, 2018 |
|
April 2, 2017 |
|
April 1, 2018 |
|
April 2, 2017 |
||||
Net sales |
|
$ |
766.1 |
|
$ |
756.5 |
|
$ |
1,412.6 |
|
$ |
1,358.7 |
Cost of goods sold |
|
|
494.8 |
|
|
445.6 |
|
|
898.6 |
|
|
807.7 |
Restructuring and related charges |
|
|
3.1 |
|
|
4.1 |
|
|
5.0 |
|
|
5.2 |
Gross profit |
|
|
268.2 |
|
|
306.8 |
|
|
509.0 |
|
|
545.8 |
Selling |
|
|
126.6 |
|
|
119.3 |
|
|
239.9 |
|
|
225.9 |
General and administrative |
|
|
54.5 |
|
|
64.9 |
|
|
114.0 |
|
|
123.9 |
Research and development |
|
|
7.2 |
|
|
7.0 |
|
|
14.2 |
|
|
13.6 |
Acquisition and integration related charges |
|
|
4.5 |
|
|
3.2 |
|
|
9.7 |
|
|
6.5 |
Restructuring and related charges |
|
|
20.0 |
|
|
3.8 |
|
|
38.6 |
|
|
5.0 |
Total operating expenses |
|
|
212.8 |
|
|
198.2 |
|
|
416.4 |
|
|
374.9 |
Operating income |
|
|
55.4 |
|
|
108.6 |
|
|
92.6 |
|
|
170.9 |
Interest expense |
|
|
42.1 |
|
|
38.9 |
|
|
80.6 |
|
|
82.2 |
Other non-operating expense, net |
|
|
1.4 |
|
|
2.0 |
|
|
2.7 |
|
|
0.9 |
Income from continuing operations before income taxes |
|
|
11.9 |
|
|
67.7 |
|
|
9.3 |
|
|
87.8 |
Income tax (benefit) expense |
|
|
(0.4) |
|
|
25.6 |
|
|
(131.5) |
|
|
33.5 |
Net income from continuing operations |
|
|
12.3 |
|
|
42.1 |
|
|
140.8 |
|
|
54.3 |
Income from discontinued operations, net of tax |
|
|
0.7 |
|
|
18.7 |
|
|
41.6 |
|
|
71.5 |
Net income |
|
|
13.0 |
|
|
60.8 |
|
|
182.4 |
|
|
125.8 |
Net income (loss) attributable to non-controlling interest |
|
|
0.1 |
|
|
(0.2) |
|
|
1.0 |
|
|
(0.2) |
Net income attributable to controlling interest |
|
$ |
12.9 |
|
$ |
61.0 |
|
$ |
181.4 |
|
$ |
126.0 |
Amounts attributable to controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations attributable to controlling interest |
|
$ |
12.3 |
|
$ |
42.1 |
|
$ |
140.0 |
|
$ |
54.3 |
Net Income from discontinued operations attributable to controlling interest |
|
|
0.6 |
|
|
18.9 |
|
|
41.4 |
|
|
71.7 |
Net Income attributable to controlling interest |
|
$ |
12.9 |
|
$ |
61.0 |
|
$ |
181.4 |
|
$ |
126.0 |
See accompanying notes to the condensed consolidated financial statements
SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Comprehensive Income
For the three month periods ended April 1, 2018 and April 2, 2017
(unaudited)
|
|
Three Month Periods Ended |
|
Six Month Periods Ended |
||||||||
(in millions) |
|
April 1, 2018 |
|
April 2, 2017 |
|
April 1, 2018 |
|
April 2, 2017 |
||||
Net income |
|
$ |
13.0 |
|
$ |
60.8 |
|
$ |
182.4 |
|
$ |
125.8 |
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gain (loss), net tax of $(3.4), $(0.4), $3.9 and $3.5, respectively |
|
|
24.2 |
|
|
21.7 |
|
|
22.2 |
|
|
(24.4) |
Unrealized (loss) gain on hedging activity, net tax of $3.7, $4.5, $3.7, and $(9.7), respectively |
|
|
(11.6) |
|
|
(9.7) |
|
|
(9.8) |
|
|
14.5 |
Defined benefit pension (loss) gain, net tax of $0.2, $0.1, $0.2 and $(1.1), respectively |
|
|
(0.5) |
|
|
(0.3) |
|
|
(0.4) |
|
|
3.0 |
Other comprehensive income (loss), net of tax |
|
|
12.1 |
|
|
11.7 |
|
|
12.0 |
|
|
(6.9) |
Comprehensive income |
|
|
25.1 |
|
|
72.5 |
|
|
194.4 |
|
|
118.9 |
Comprehensive income (loss) attributable to non-controlling interest |
|
|
0.3 |
|
|
0.1 |
|
|
0.5 |
|
|
(0.2) |
Comprehensive income attributable to controlling interest |
|
$ |
24.8 |
|
$ |
72.4 |
|
$ |
193.9 |
|
$ |
119.1 |
See accompanying notes to the condensed consolidated financial statements
6
SB/RH HOLDINGS, LLC
Condensed Consolidated Statements of Cash Flows
For the six month periods ended April 1, 2018 and April 2, 2017
(in millions, unaudited)
|
||||||
|
|
Six Month Periods Ended |
||||
(in millions) |
|
April 1, 2018 |
|
April 2, 2017 |
||
Cash flows from operating activities |
|
|
|
|
|
|
Net income |
|
$ |
182.4 |
|
$ |
125.8 |
Income from discontinued operations, net of tax |
|
|
41.6 |
|
|
71.5 |
Income from continuing operations |
|
|
140.8 |
|
|
54.3 |
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
|
67.1 |
|
|
61.3 |
Share based compensation |
|
|
(0.5) |
|
|
17.7 |
Amortization of debt issuance costs |
|
|
4.1 |
|
|
3.6 |
Write-off of unamortized discount and debt issuance costs |
|
|
— |
|
|
1.9 |
Purchase accounting inventory adjustment |
|
|
0.8 |
|
|
— |
Non-cash debt accretion |
|
|
0.5 |
|
|
0.4 |
Pet safety recall inventory write-off |
|
|
1.6 |
|
|
— |
Deferred tax (benefit) expense |
|
|
(156.0) |
|
|
3.0 |
Net changes in operating assets and liabilities |
|
|
(242.9) |
|
|
(205.1) |
Net cash used by operating activities from continuing operations |
|
|
(184.5) |
|
|
(62.9) |
Net cash (used) provided by operating activities from discontinued operations |
|
|
(48.5) |
|
|
75.6 |
Net cash (used) provided by operating activities |
|
|
(233.0) |
|
|
12.7 |
Cash flows from investing activities |
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(34.2) |
|
|
(37.1) |
Proceeds from sales of property, plant and equipment |
|
|
0.9 |
|
|
0.2 |
Other investing activities |
|
|
— |
|
|
(1.2) |
Net cash used by investing activities from continuing operations |
|
|
(33.3) |
|
|
(38.1) |
Net cash used by investing activities from discontinued operations |
|
|
(14.2) |
|
|
(13.6) |
Net cash used by investing activities |
|
|
(47.5) |
|
|
(51.7) |
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from issuance of debt |
|
|
573.2 |
|
|
211.5 |
Payment of debt |
|
|
(37.8) |
|
|
(145.8) |
Payment of debt issuance costs |
|
|
(0.3) |
|
|
(2.7) |
Payment of cash dividends to parent |
|
|
(298.6) |
|
|
(152.5) |
Net cash provided (used) by financing activities from continuing operations |
|
|
236.5 |
|
|
(89.5) |
Net cash provided (used) by financing activities from discontinued operations |
|
|
7.8 |
|
|
(1.2) |
Net cash provided (used) by financing activities |
|
|
244.3 |
|
|
(90.7) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
3.2 |
|
|
(4.0) |
Net change in cash and cash equivalents |
|
|
(33.0) |
|
|
(133.7) |
Cash and cash equivalents, beginning of period |
|
|
168.2 |
|
|
270.8 |
Cash and cash equivalents, end of period |
|
$ |
135.2 |
|
$ |
137.1 |
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
103.9 |
|
$ |
97.1 |
Cash paid for taxes |
|
$ |
24.8 |
|
$ |
19.0 |
Non cash investing activities |
|
|
|
|
|
|
Acquisition of property, plant and equipment through capital leases |
|
$ |
4.3 |
|
$ |
122.2 |
See accompanying notes to the condensed consolidated financial statements
7
SPECTRUM BRANDS HOLDINGS, INC.
SB/RH HOLDINGS, LLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in millions, unaudited)
This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”). The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated below.
NOTE 1 - BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
We are a diversified global branded consumer products company. The Company manufactures, markets and/or distributes its products in approximately 160 countries in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors, original equipment manufacturers (“OEMs”), construction companies and hearing aid professionals. We enjoy strong name recognition in our regions under our various brands and patented technologies. Our diversified global branded consumer products have positions in several product categories and types. We manage the businesses in vertically integrated, product-focused segments: (i) Global Batteries & Appliances (“GBA”), (ii) Global Pet Supplies (“PET”), (iii) Home and Garden (“H&G”), (iv) Hardware & Home Improvement (“HHI”) and (v) Global Auto Care (“GAC”). Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and the financial results for all product lines within that segment.
Effective December 29, 2017, the Company’s Board of Directors approved a plan to explore strategic alternatives, including a planned sale of the Company’s GBA segment. The Company expects a sale to be realized by December 31, 2018. As a result, the Company’s assets and liabilities associated with the GBA segment have been classified as held for sale in the accompanying Condensed Consolidated Balance Sheets and the respective operations of the GBA segment have been classified as discontinued operations in the accompanying Condensed Consolidated Statements of Income and Statements of Cash Flows; and reported separately for all periods presented as the disposition represents a strategic shift that will have a major effect on the Company’s operations and financial results. See Note 3 – Divestitures for more information on the assets and liabilities classified as held for sale and discontinued operations. See Note 18 - Segment Information for more information pertaining to segments of continuing operations. The following table summarizes the respective product types, brands, and regions for each of the segments of continuing operations:
Segment |
Products |
Brands |
Regions |
|||
HHI |
|
Hardware: Hinges, security hardware, screen and storm door products, garage door hardware, window hardware and floor protection. |
|
Hardware: National Hardware®, Stanley® and FANAL®. |
|
NA |
PET |
|
Companion Animal: Dog, cat and small animal food and treats; clean-up and training aid products and accessories; pet health and grooming products. |
|
Companion Animal: 8-in-1®, Dingo®, Nature's Miracle®, Wild Harvest®, Littermaid®, Jungle®, Excel®, FURminator®, IAMS®, Eukanuba®, Healthy-Hide®, DreamBone®, SmartBones®, GloFish®, ProSense®, Perfect Coat®, eCOTRITION®, Birdola® and Digest-eeze®. |
|
NA |
H&G |
|
Controls: Outdoor insect and weed control solutions, animal repellents. |
|
Controls: Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®. |
|
NA |
GAC |
|
Appearance: Protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes. |
|
Appearance: Armor All®. |
|
NA |
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and its majority owned subsidiaries in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations. It is management’s opinion, however, that all material adjustments have been made which are necessary for a fair financial statement presentation. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 which were retroactively adjusted due the recognition of discontinued operations for the GBA divestitures in a Form 8-K issued on March 30, 2018.
8
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU requires revenue recognition to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract and performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. This ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the updates recognized at the date of the initial application along with additional disclosures. The ASU will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2019. We have performed a preliminary assessment over the impact of the pronouncement to the Company and are currently performing detailed assessments over the contracts with our customers and the impact to our processes and control environment. We have not measured the impact of adoption at this point in our assessment and have not concluded on the overall materiality of the impact of adoption to the Company’s consolidated financial statements and disclosures, or the method of adoption, but have not identified any matters that are considered significant for further disclosure.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the lease requirements in ASC 840, Leases. This ASU requires lessees to recognize lease assets and liabilities on the balance sheet, as well as disclosing key information about leasing arrangements. Although the new ASU requires both operating and finance leases to be disclosed on the balance sheet, a distinction between the two types still exists as the economics of leases can vary. The ASU can be applied using a modified retrospective approach, with a number of optional practical expedients relating to the identification and classification of leases that commenced before the effective date, along with the ability to use hindsight in the evaluation of lease decisions, that entities may elect to apply. As a result, the ASU will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020, with early adoption applicable. We have not measured the impact of adoption at this point in our assessment and have not concluded on the overall materiality of the impact of adoption to the Company’s consolidated financial statements, or determined the method and timing of adoption.
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses diversity in practice with the classification and presentation of certain cash receipts and cash payments in the statement of cash flows. The amendments in this update address the classification within the statement of cash flow for debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent payments made after a business combination, proceeds from the settlement of insurance claims and corporate-owned life insurance policies, distributions received from equity method investees, and beneficial interests in securitization transactions, among other separately identifiable cash flows when applying the predominance principle. The ASU is applied on a retrospective basis, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2019; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality or timing of adoption.
In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which addresses diversity in practice with the classification and presentation of restricted cash in the statement of cash flow, classifying transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities, in the statement of cash flows. The amendment requires the statement of cash flows to explain the change during the period in total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents; and include with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. The ASU is applied on a retrospective basis, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2019; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality or timing of adoption.
In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires an employer to disaggregate the service cost component from the other components of net periodic pension costs within the statement of income. The amendment provides guidance requiring the service cost component to be recognized consistent with other compensation costs arising from service rendered by employees during the period, and all other components to be recognized separately outside of the subtotal of income from operations. The ASU is applied on a retrospective basis, and will become effective for us in the first quarter of the year ending September 30, 2019; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality of the adoption.
In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815), which changes the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP, better aligning the entity’s risk management activities and financial reporting for hedging relationships. The ASU can only be applied prospectively, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020; with early adoption available. We are currently assessing the impact this pronouncement will have on the consolidated financial statements of the Company and have not yet concluded on the materiality or timing of the adoption.
During the three month period ended December 31, 2017, the Company adopted SEC Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when the registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for the transition adjustment for certain income tax effects of the Tax Cuts and Jobs Act. See Note 16 – Income Taxes for additional discussion.
9
NOTE 3 – DIVESTITURES
As previously discussed in Note 1 - Basis of Presentation and Nature of Operations, the GBA segment was classified as held for sale in the accompanying Condensed Consolidated Balance Sheets and as discontinued operations in the accompanying Condensed Consolidated Statements of Income. The following table summarizes the assets and liabilities of the GBA segment classified as held for sale as of April 1, 2018 and September 30, 2017.
(in millions) |
|
April 1, 2018 |
|
September 30, 2017 |
||
Assets |
|
|
|
|
|
|
Trade receivables, net |
|
$ |
214.6 |
|
$ |
260.1 |
Other receivables |
|
|
25.2 |
|
|
24.0 |
Inventories |
|
|
324.7 |
|
|
279.2 |
Prepaid expenses and other current assets |
|
|
41.9 |
|
|
39.7 |
Property, plant and equipment, net |
|
|
198.1 |
|
|
196.8 |
Deferred charges and other |
|
|
17.8 |
|
|
19.3 |
Goodwill |
|
|
351.3 |
|
|
348.9 |
Intangible assets, net |
|
|
802.4 |
|
|
811.9 |
Total assets of business held for sale |
|
$ |
1,976.0 |
|
$ |
1,979.9 |
Liabilities |
|
|
|
|
|
|
Current portion of long-term debt |
|
|
28.3 |
|
|
17.3 |
Accounts payable |
|
|
250.8 |
|
|
355.9 |
Accrued wages and salaries |
|
|
31.9 |
|
|
37.6 |
Other current liabilities |
|
|
90.4 |
|
|
89.8 |
Long-term debt, net of current portion |
|
|
52.6 |
|
|
51.7 |
Deferred income taxes |
|
|
38.7 |
|
|
38.2 |
Other long-term liabilities |
|
|
65.9 |
|
|
66.2 |
Total liabilities of business held for sale |
|
$ |
558.6 |
|
$ |
656.7 |
The following table summarizes the components of Income From Discontinued Operations in the accompanying Condensed Consolidated Statements of Operations for the three and six month periods ended April 1, 2018 and April 2, 2017.
|
|
Three Month Periods Ended |
|
Six Month Periods Ended |
||||||||
(in millions) |
|
April 1, 2018 |
|
April 2, 2017 |
|
April 1, 2018 |
|
April 2, 2017 |
||||
Net sales |
|
$ |
427.9 |
|
$ |
413.5 |
|
$ |
1,031.1 |
|
$ |
1,023.0 |
Cost of goods sold |
|
|
280.9 |
|
|
265.1 |
|
|
684.1 |
|
|
663.7 |
Gross profit |
|
|
147.0 |
|
|
148.4 |
|
|
347.0 |
|
|
359.3 |
Operating expenses |
|
|
134.3 |
|
|
109.4 |
|
|
266.1 |
|
|
230.5 |
Operating income |
|
|
12.7 |
|
|
39.0 |
|
|
80.9 |
|
|
128.8 |
Interest expense |
|
|
12.4 |
|
|
11.8 |
|
|
26.1 |
|
|
24.5 |
Other non-operating expense (income), net |
|
|
0.1 |
|
|
(0.1) |
|
|
0.4 |
|
|
(0.2) |
Income from discontinued operations before income taxes |
|
|
0.2 |
|
|
27.3 |
|
|
54.4 |
|
|
104.5 |
Income tax (benefit) expense |
|
|
(0.5) |
|
|
8.6 |
|
|
12.8 |
|
|
33.0 |
Net income from discontinued operations |
|
|
0.7 |
|
|
18.7 |
|
|
41.6 |
|
|
71.5 |
Net income (loss) from discontinued operations attributable to non-controlling interest |
|
|
0.1 |
|
|
(0.2) |
|
|
0.2 |
|
|
(0.2) |
Net income from discontinued operations attributable to controlling interest |
|
$ |
0.6 |
|
$ |
18.9 |
|
$ |
41.4 |
|
$ |
71.7 |
Interest expense consists of interest from debt directly held by subsidiaries of the business held for sale, including interest from capital leases, and interest on Term Loans required to be paid down using proceeds received on disposal on sale of a business within 365 days with the exception for funds used for capital expenditures and acquisitions. There has been no impairment loss recognized as the fair value or expected proceeds from the disposal of the businesses are anticipated to be in excess of the asset carrying values. During the three and six month periods ended April 1, 2018, the Company incurred transaction costs of $22.3 million and $25.1 million, respectively, associated with the divestiture and have been recognized as a component of Income From Discontinued Operations. Transaction costs are expensed as incurred and include fees for investment banking services, legal, accounting, due diligence, tax, valuation and various other services necessary to complete the transactions.
10
NOTE 3 – DIVESTITURES (continued)
Energizer Holdings, Inc.
On January 15, 2018 the Company entered into a definitive Acquisition Agreement (“Agreement”) with Energizer Holdings, Inc. (“Energizer”) where Energizer will acquire from the Company its Global Battery and Lighting (“GBL”) business for an aggregate purchase price of $2.0 billion in cash, subject to customary purchase price adjustments.
The Agreement provides that Energizer will purchase the equity of certain subsidiaries of the Company, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GBL business.
In the Agreement, the Company and Energizer have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the acquisition, the Company will be subject to certain business conduct restrictions with respect to its operation of the GBL business.
The Company and Energizer have agreed to indemnify each other for losses arising from certain breaches of the Agreement and for certain other matters. In particular, the Company has agreed to indemnify Energizer for certain liabilities relating to the assets retained by the Company, and Energizer has agreed to indemnify the Company for certain liabilities assumed by Energizer, in each case as described in the Agreement.
The Company and Energizer have agreed to enter into related agreements ancillary to the acquisition that will become effective upon the consummation of the acquisition, including a customary transition services agreement and reverse transition services agreement.
The consummation of the acquisition is subject to certain customary conditions, including, among other things, (i) the absence of a material adverse effect on GBL, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracy of the representations and warranties of the parties generally subject to a customary material adverse effect standard (as described in the Agreement) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the Agreement. The consummation of the transaction is not subject to any financing condition. On March 29, 2018, the Federal Trade Commission allowed the expiration of the 30-day Hart-Scott-Rodino waiting period, which in effect provides US regulatory approval of the sale. We are proceeding with other required international regulatory approvals and continue to expect the transaction to be consummated prior to December 31, 2018.
The Agreement also contains certain termination rights, including the right of either party to terminate the Agreement if the consummation of the acquisition has not occurred on or before July 15, 2019 (the “Termination Date”). Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to Energizer’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then Energizer would be required to pay the Company a termination fee of $100 million.
The GBL business is a component of the GBA segment, which also includes shared operations and assets of the remaining components of the segment consisting of the Home and Personal Care (“HPC”) business. The Company is actively marketing the HPC business with interested parties for a separate transaction(s) expected to be entered into and consummated prior to December 31, 2018.
11
NOTE 4 – ACQUISITIONS
HRG Merger
On February 24, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with its majority interest shareholder, HRG Group, Inc., a Delaware corporation (“HRG”), HRG SPV Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of HRG (“Merger Sub 1”), and HRG SPV Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of HRG (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”).
The Merger Agreement provides that, subject to the terms and conditions thereof, Merger Sub 1 will merge with and into the Company (the “First Merger”, and if the