AVON PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 2020 (Audited) and September 30, 2021 (Unaudited)
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(In millions)
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September 30,
2021
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December 31,
2020
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Assets
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Current Assets
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Cash and cash equivalents
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$
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225.3
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$
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364.9
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Restricted cash
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—
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7.8
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Accounts receivable, net
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210.0
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259.1
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Receivables from affiliates of Natura &Co
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22.7
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6.1
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Loans to affiliates of Natura &Co
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44.9
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—
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Inventories
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424.5
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459.1
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Prepaid expenses and other
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162.9
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204.2
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Assets held for sale
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4.6
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13.9
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Total current assets
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1,094.9
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1,315.1
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Property, plant and equipment, at cost
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950.3
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1,148.5
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Less accumulated depreciation
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(587.7)
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(709.9)
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Property, plant and equipment, net
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362.6
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438.6
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Right-of-use assets
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112.1
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153.1
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Goodwill
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75.2
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83.2
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Deferred tax asset
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118.6
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135.8
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Loans to affiliates of Natura &Co
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51.1
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—
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Other assets
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459.8
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438.5
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Total assets
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$
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2,274.3
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$
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2,564.3
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Liabilities and Shareholders’ Deficit
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Current Liabilities
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Debt maturing within one year
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$
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35.5
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$
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28.0
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Loans from affiliates of Natura &Co
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148.7
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1,008.6
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Accounts payable
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486.2
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709.4
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Payables to affiliates of Natura &Co
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27.4
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—
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Accrued compensation
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91.4
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89.4
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Other accrued liabilities
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262.1
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334.7
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Sales taxes and taxes other than income
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74.0
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89.9
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Income taxes
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8.4
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5.4
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Current liabilities of discontinued operations
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26.1
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27.1
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Liabilities held for sale
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—
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2.3
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Total current liabilities
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1,159.8
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2,294.8
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Long-term debt
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675.8
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675.4
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Loans from affiliates of Natura &Co
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972.8
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—
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Long-term operating lease liability
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88.1
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120.9
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Employee benefit plans
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107.0
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133.3
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Long-term income taxes
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85.5
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101.1
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Other liabilities
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83.8
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106.0
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Total liabilities
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3,172.8
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3,431.5
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Shareholders’ Deficit
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Common stock
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—
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—
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Additional paid-in capital
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632.1
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622.8
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Retained losses
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(379.8)
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(360.5)
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Accumulated other comprehensive loss
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(1,153.5)
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(1,133.8)
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Total Avon shareholders’ deficit
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(901.2)
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(871.5)
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Noncontrolling interests
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2.7
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4.3
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Total shareholders’ deficit
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(898.5)
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(867.2)
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Total liabilities and shareholders’ deficit
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$
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2,274.3
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$
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2,564.3
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The accompanying notes are an integral part of these statements.
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended
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(In millions)
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September 30, 2021
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September 30, 2020
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Cash Flows from Operating Activities
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Net loss
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$
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(169.1)
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$
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(298.9)
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Loss from discontinued operations, net of tax
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(6.5)
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(14.3)
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Loss from continuing operations, net of tax
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(162.6)
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(284.6)
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Adjustments to reconcile net loss from continuing operations to net cash used by operating activities:
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Depreciation
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39.6
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43.4
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Amortization
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17.6
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19.3
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Provision for doubtful accounts
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48.5
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64.2
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Provision for obsolescence
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20.3
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28.2
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Share-based compensation
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7.7
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21.8
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Foreign exchange (gains) losses
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(1.2)
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3.0
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Deferred income taxes
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(10.5)
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21.8
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Impairment loss on assets
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1.0
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1.8
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Gain on sale of business / assets
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(8.3)
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(1.5)
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Other
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(.9)
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22.1
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Changes in assets and liabilities:
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Accounts receivable
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(51.2)
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(84.0)
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Inventories
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(76.4)
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(84.1)
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Prepaid expenses and other
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6.1
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(9.0)
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Accounts payable and accrued liabilities
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(80.9)
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(85.7)
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Income and other taxes
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(8.8)
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2.8
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Noncurrent assets and liabilities
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(38.2)
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13.9
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Net cash used by operating activities of continuing operations
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(298.2)
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(306.6)
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Cash Flows from Investing Activities
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Capital expenditures
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(48.2)
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(30.0)
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Disposal of assets
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2.3
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1.8
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Net proceeds from sale of business / assets
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13.9
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11.3
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Other investing activities
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—
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.4
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Net cash used by investing activities of continuing operations(1)
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(32.0)
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(16.5)
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Cash Flows from Financing Activities
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Cash dividends
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—
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(8.6)
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Debt, net (maturities of three months or less)
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(5.0)
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12.5
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Proceeds from debt
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269.9
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80.8
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Repayment of debt
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(57.5)
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(48.3)
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Repayment of debt to affiliates of Natura &Co(1)
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(31.7)
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—
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Repayment of debt by affiliates of Natura &Co
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49.8
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—
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Repurchase of common stock
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—
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(.4)
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Costs associated with debt issue / repayment
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—
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(3.8)
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Settlement of stock options
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—
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(25.8)
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Settlement of derivative contracts
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(3.9)
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19.5
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Repayment of monetization of COFINS tax credits
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(15.5)
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—
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Net cash provided by financing activities of continuing operations(1)
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206.1
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25.9
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Cash Flows from Discontinued Operations
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Net cash used by operating activities of discontinued operations
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(7.5)
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(11.2)
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Net cash used by discontinued operations
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(7.5)
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(11.2)
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Effect of exchange rate changes on cash and cash equivalents, and restricted cash
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(16.5)
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(23.9)
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Net decrease in cash and cash equivalents, and restricted cash
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(148.1)
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(332.3)
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Cash and cash equivalents, and restricted cash at beginning of period
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373.4
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661.0
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Cash and cash equivalents, and restricted cash at end of period
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$
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225.3
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$
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328.7
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The accompanying notes are an integral part of these statements.
(1) On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding for $150, with the proceeds used to repay maturing loans of $150 borrowed under the $250 Revolving Credit Facility with a subsidiary of Natura &Co Holding. Under the terms of the transaction and the associated Direction and Settlement Agreement, no cash flows in either investing or financing activities arose as a result of the transaction.
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Unaudited)
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(In millions)
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Common Stock
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Additional
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Retained
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Accumulated Other
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Noncontrolling
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Shares
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Amount
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Paid-In Capital
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Losses
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Comprehensive Loss
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Interests
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Total
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Balances at December 31, 2020
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—
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$
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—
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$
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622.8
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$
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(360.5)
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$
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(1,133.8)
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$
|
4.3
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$
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(867.2)
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Net loss
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—
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—
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—
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(63.6)
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—
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(.3)
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(63.9)
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Other comprehensive loss
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—
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—
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—
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—
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(43.3)
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—
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(43.3)
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Exercise/ vesting/ expense of share-based compensation
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—
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—
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|
.6
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—
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—
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—
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|
.6
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Balances at March 31, 2021
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—
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$
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—
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$
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623.4
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$
|
(424.1)
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$
|
(1,177.1)
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$
|
4.0
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$
|
(973.8)
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Net loss
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—
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—
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—
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(61.6)
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—
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(.5)
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(62.1)
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Other comprehensive income
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—
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—
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—
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—
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32.1
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.1
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32.2
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Exercise/ vesting/ expense of share-based compensation
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—
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—
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4.2
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—
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—
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—
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4.2
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Balances at June 30, 2021 (1)
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—
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$
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—
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$
|
627.6
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$
|
(485.7)
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$
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(1,145.0)
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$
|
3.6
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$
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(999.5)
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|
|
Sale of Avon Luxembourg (2)
|
|
—
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|
—
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|
—
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|
148.4
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—
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—
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|
148.4
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Net loss
|
|
—
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|
—
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—
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|
(42.5)
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—
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(.6)
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(43.1)
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Other comprehensive loss
|
|
—
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|
—
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|
|
—
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|
|
—
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|
(8.5)
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|
(.3)
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|
|
(8.8)
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Exercise/ vesting/ expense of share-based compensation
|
|
—
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|
|
—
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|
|
4.5
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—
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|
|
—
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|
|
|
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|
|
—
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|
4.5
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Balances at September 30, 2021 (1)
|
|
—
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|
|
$
|
—
|
|
|
$
|
632.1
|
|
|
$
|
(379.8)
|
|
|
$
|
(1,153.5)
|
|
|
|
|
|
|
$
|
2.7
|
|
|
$
|
(898.5)
|
|
(1) The number of shares of Common Stock (par value $0.01 per share) outstanding at September 30, 2021 was 101.34.
(2) On July 1, 2021, the Company sold Avon Luxembourg Holdings S.à r.l. and its subsidiaries ("Avon Luxembourg"), including our Mexican business, to a subsidiary of Natura &Co Holding S.A. for $150. The sale was accounted for as a transaction under common control in accordance with ASC805 - Business Combinations, with the resulting gain of $148, representing the difference between the proceeds, the net assets of Avon Luxembourg on the date of sale, and the cumulative foreign currency translation adjustment, taken directly to Retained Earnings.
AVON PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Audited)
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(In millions)
|
|
Common Stock
|
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Additional
|
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Retained
|
|
Accumulated Other
|
|
Treasury Stock
|
|
Noncontrolling
|
|
|
|
|
Shares
|
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Amount
|
|
Paid-In Capital
|
|
Earnings, (Losses)
|
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Comprehensive Loss
|
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Shares
|
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Amount
|
|
Interests
|
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Total
|
|
Balances at December 31, 2019
|
|
770.0
|
|
|
$
|
192.6
|
|
|
$
|
2,321.2
|
|
|
$
|
2,138.9
|
|
|
$
|
(1,040.0)
|
|
|
319.9
|
|
|
$
|
(4,603.3)
|
|
|
$
|
6.8
|
|
|
$
|
(983.8)
|
|
|
Credit Losses Cumulative catch up
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0)
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(171.0)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.9)
|
|
|
(171.9)
|
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104.3)
|
|
|
—
|
|
|
—
|
|
|
(.2)
|
|
|
(104.5)
|
|
|
Conversion of Series C convertible preferred stock (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(710.8)
|
|
|
—
|
|
|
(87.0)
|
|
|
1,197.6
|
|
|
—
|
|
|
486.8
|
|
|
Exercise/ vesting/ expense of share-based compensation
|
|
—
|
|
|
(.2)
|
|
|
(9.7)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.9)
|
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|
|
Exchange of common stock (2)
|
|
(770.0)
|
|
|
(192.4)
|
|
|
(1,788.1)
|
|
|
(1,425.2)
|
|
|
—
|
|
|
(232.9)
|
|
|
3,405.7
|
|
|
—
|
|
|
—
|
|
|
Balances at March 31, 2020
|
|
—
|
|
|
—
|
|
|
523.4
|
|
|
(170.1)
|
|
|
(1,144.3)
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
(785.3)
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92.8)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.7)
|
|
|
(93.5)
|
|
|
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise/ vesting/ expense of share-based compensation
|
|
—
|
|
|
—
|
|
|
.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at June 30, 2020
|
|
—
|
|
|
$
|
—
|
|
|
$
|
524.2
|
|
|
$
|
(262.9)
|
|
|
$
|
(1,145.8)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
(879.5)
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.8)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.7)
|
|
|
(33.5)
|
|
|
Gain on common control transaction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
Other comprehensive loss, (income)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.1)
|
|
|
—
|
|
|
—
|
|
|
.2
|
|
|
(20.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise/ vesting/ expense of share-based compensation
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2020(3)
|
|
—
|
|
|
—
|
|
|
527.7
|
|
|
(294.3)
|
|
|
(1,166.9)
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
(929.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) On December 30, 2019, an affiliate of Cerberus Capital Management, L.P. ("Cerberus") elected to convert 435,000 shares of Series C Preferred Stock into 87,000,000 shares of the Company’s common stock, par value U.S.$0.25 per share, conditioned on the Conversion Condition (as defined below).
(2) In January 2020, subsequent to the Transaction, the Company restated its certificate of incorporation to effect a change in capitalization of the Company by changing the number of authorized shares of common stock from 1,525,000,000 shares (of which (i) 1,500,000,000 shares, par value $0.25 per share, were common stock and (ii) 25,000,000 shares, par value $1.00 per share, were preferred stock) to 1,000 shares of common stock, par value $0.01 per share. As a result of the Transaction, all of the issued and outstanding common stock of the Company, being 550,890,788, were canceled and converted. See Note 17, Mergers with Natura Cosméticos S.A.
(3) The number of shares of Common Stock (par value $0.01 per share) outstanding at September 30, 2020 was 101.34.
The accompanying notes are an integral part of these statements.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
1. ACCOUNTING POLICIES
Basis of Presentation
We prepare our unaudited interim Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States ("GAAP"). We consistently applied the accounting policies described in our 2020 Annual Report on Form 10-K ("2020 Form 10-K") in preparing these unaudited interim Consolidated Financial Statements, other than those impacted by new accounting standards as described below. On January 3, 2020, we completed the Agreement and Plan of Mergers with Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) ("Natura Cosméticos"), Natura &Co Holding S.A., a Brazilian corporation (sociedade anônima) ("Natura &Co Holding"), and two subsidiaries of Natura &Co Holding ("Natura &Co") pursuant to which, in a series of transactions (the "Transaction"). Upon the consummation of the Transaction, the Company became a wholly owned subsidiary of Natura &Co Holding; and Avon's common stock ceased to be traded on the NYSE. The Company files these unaudited interim Consolidated Financial Statements with the SEC as a voluntary filer to comply with the terms of certain debt instruments. For additional information, see Note 17, Agreement and Plan of Mergers with Natura Cosméticos S.A.
In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results for a full year. You should read these unaudited interim Consolidated Financial Statements in conjunction with our Consolidated Financial Statements contained in our 2020 Form 10-K. When used in this report, the terms "Avon," "Company," "we" or "us" mean Avon Products, Inc.
For interim Consolidated Financial Statements purposes, we generally provide for accruals under our various employee benefit plans for each quarter based on one quarter of the estimated annual expense, and adjust these accruals as estimates are refined. In addition, our income tax provision is determined using an estimate of our consolidated annual effective tax rate, adjusted in the current period for discrete income tax items including:
•the effects of significant, unusual or extraordinary pretax and income tax items, if any;
•the impact of changes in tax legislation, if any;
•withholding taxes recognized associated with cash repatriations; and
•the impact of loss-making subsidiaries for which we cannot recognize an income tax benefit and subsidiaries for which an effective tax rate cannot be reliably estimated.
Sale of Avon Luxembourg Holdings S.à r.l
On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding for $150, with the proceeds used to repay maturing loans of $150 borrowed under the $250 Revolving Credit Facility with a subsidiary of Natura &Co Holding.
The sale was accounted for as a transaction under common control in accordance with ASC805 - Business Combinations, with the resulting gain of $148, representing the difference between the proceeds, the net assets of Avon Luxembourg on the date of sale, and the cumulative foreign currency translation adjustment, taken directly to Retained Earnings. This has been treated as a non cash flow item in the Consolidated Statements of Cash Flows. For additional information, see the Consolidated Statements of Changes in Shareholders' Deficit and the Consolidated Statements of Cash Flows.
COVID-19 Pandemic
We continuously monitor the evolution of the COVID-19 pandemic in the markets in which we operate, acting to minimize impacts on operations and the equity and financial position. Management is implementing appropriate measures to ensure the continuity of operations, protect cash, improve liquidity and promote health and safety for all stakeholders.
During the third quarter of 2021, most markets in Avon International and many markets in Avon Latin America continued to be impacted by COVID-19 restrictions which resulted in deceleration of the Beauty market growth and a lower representative base. It is unclear if current lockdown measures will continue or be reestablished elsewhere globally which could dampen our recovery from COVID-19.
Considering this scenario, we review the recoverability expectations of our financial and non-financial assets in the preparation of this interim accounting information, considering the most recent information available and reflected in the Company's business plans. In the nine-month period ended September 30, 2021, no deterioration in the Company's liquidity, cash position or leverage that could impact compliance with financial covenants and short-term commitments was identified.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
See also “Item 1A. Risk Factors — The COVID-19 pandemic is adversely affecting, and is expected to continue to adversely affect, our operations, manufacturing, supply chains and distribution systems, and we have experienced and expect to continue to experience unpredictable negative effects associated with the pandemic" included in Item 1A of our 2020 Annual Report.
Going concern
Considering the uncertain nature of any possible future COVID-19 impacts which are beyond the Company’s control, we might expect some negative impact on revenue from COVID-19 to continue for the remainder of 2021, which will, in turn, result in lower cash generation from activities. If the downturn is deeper or for longer than we anticipate, the Company could take certain further actions to ease the pressure of certain cash outflows, such as reducing discretionary expenditure, selling non-core assets, accessing government pandemic initiatives or arranging borrowing facilities with third-party banks and affiliate companies. Our projections indicate that we should have sufficient liquidity to meet our obligations to parties other than Natura &Co and its affiliates for a period of not less than 12 months from the issuance date of the Consolidated Financial Statements. The Company has received an irrevocable commitment from Natura &Co Holding that it will provide sufficient financial support if and when needed to enable the Company to meet its operating and financing obligations as they come due in the normal course of business for a period of not less than 12 months from the date of the issuance of the Consolidated Financial Statements. This support also includes the loan originally issued by a subsidiary of Natura &Co Holding to a subsidiary of the Company of $960, part of which was repaid in July 2021 with the proceeds from a loan maturing in 2028, with the balance now due on November 2, 2022. As a result, the outstanding loan balances due to subsidiaries of Natura &Co Holding on September 30, 2021 stood at $149 maturing within one year, $206 maturing in November 2022 and $767 maturing in 2028.
Accounting Standards Implemented
ASU 2019-12, Simplifying the Accounting for Income Taxes
In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU 2019-12"), Income Taxes, which is intended to simplify the accounting standard and improve the usefulness of information provided in the financial statements. We adopted this new accounting guidance as of January 1, 2021. The adoption did not have a material impact on our Consolidated Financial Statements.
ASU 2020-04, Reference Rate Reform (Topic 848)
In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01 which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022.
The Company has implemented a transition plan to identify and modify its loans and other financial instruments with attributes that are either directly or indirectly influenced by LIBOR and, as a result, has elected to apply the optional expedient included in ASU 2020-04 to account for modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, to be accounted for by prospectively adjusting the effective interest rate.
2. DISCONTINUED OPERATIONS, ASSETS AND LIABILITIES HELD FOR SALE AND DIVESTITURES
Discontinued Operations
On March 1, 2016, the Company completed the separation of the North America business, which represented the Company’s operations in the United States, Canada and Puerto Rico, from the Company into New Avon Company, formerly New Avon, LLC ("New Avon"), a privately held company majority-owned and managed by Cerberus NA Investor LLC (an affiliate of Cerberus). From that date, the resolution of contingent liabilities and corresponding costs relating to Avon’s ownership and operation of the North America business prior to its separation from the Company into New Avon have been treated as discontinued operations.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
The major classes of financial statement components comprising the loss on discontinued operations, net of tax for New Avon during the three and nine month periods ended September 30, 2021 and 2020 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Selling, general and administrative expenses
|
|
$
|
(7.4)
|
|
|
$
|
(4.5)
|
|
|
$
|
(6.5)
|
|
|
$
|
(14.3)
|
|
|
Operating loss
|
|
$
|
(7.4)
|
|
|
$
|
(4.5)
|
|
|
$
|
(6.5)
|
|
|
$
|
(14.3)
|
|
|
Loss from discontinued operations, net of tax
|
|
$
|
(7.4)
|
|
|
$
|
(4.5)
|
|
|
$
|
(6.5)
|
|
|
$
|
(14.3)
|
|
Assets and Liabilities Held for Sale
The major classes of assets comprising held for sale assets on the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
|
|
|
Current held for sale assets
|
|
|
|
|
|
Inventories
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
Property, Plant & Equipment (net)
|
|
4.6
|
|
|
9.2
|
|
|
Cash and cash equivalents
|
|
—
|
|
|
.7
|
|
|
Other assets
|
|
—
|
|
|
1.4
|
|
|
|
|
$
|
4.6
|
|
|
$
|
13.9
|
|
|
|
|
|
|
|
|
Current held for sale liabilities
|
|
|
|
|
|
Accounts payable
|
|
$
|
—
|
|
|
$
|
.5
|
|
|
Other liabilities
|
|
—
|
|
|
1.8
|
|
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
At September 30, 2021, assets held for sale include one business in Avon International segment and one property in the Avon Latin America Segment. At December 31, 2020, assets held for sale include one property and one business in Avon International segment and one property in the Avon Latin America Segment.
Divestitures
Sale of Avon Luxembourg Holdings S.à r.l
On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding for $150, with the proceeds used to repay maturing loans of $150 borrowed under the $250 Revolving Credit Facility with a subsidiary of Natura &Co Holding.
The sale was accounted for as a transaction under common control in accordance with ASC805 - Business Combinations, with the resulting gain of $148, representing the difference between the proceeds, the net assets of Avon Luxembourg on the date of sale and the cumulative foreign currency translation adjustment, taken directly to Retained Earnings. For additional information, see the Consolidated Statements of Changes in Shareholders' Deficit.
Spanish Distribution Center
In September 2021, we completed the sale of our Spanish Distribution Center for a total selling price of $14.7, the proceeds of which are presented as investing activities in the Consolidated Statement of Cash Flows.
In the third quarter of 2021 we recognized a gain of $8.3 before and $6.2 after tax, which is reported separately in the Consolidated Statements of Operations representing the difference between the proceeds, the carrying value of the branch of the Spanish Distribution Center on the date of sale, and associated disposal costs.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
Italy Branch
In June 2021, we completed the sale of a branch of our Italian business for a total selling price of $1.7, the proceeds of which will be received in installments between October 2021 and December 2026, and will be presented as investing activities in the Consolidated Statement of Cash Flows.
In the second quarter of 2021, we recorded a gain of $1.4 before and after tax, which is reported separately in the Consolidated Statements of Operations representing the difference between the proceeds and the carrying value of the branch of the Italian business on the date of sale.
Avon Shanghai
In August 2020, we signed an agreement to sell Avon Management Shanghai ("Avon Shanghai") to an affiliate of Natura &Co for a selling price of $2.9. In August 2020, we completed the sale of the entity and received proceeds of $2.9. These proceeds are presented as investing activities in the Consolidated Statement of Cash Flows. As the sale was to an affiliate under common control of Natura &Co, the gain on sale of $1.4 was recorded directly to Retained earnings.
Hungary Distribution Center in Gödöllő
In April 2020, we signed an agreement to sell the Hungary Distribution Center in Gödöllő for a total selling price of $3.4, and received a deposit of $.3. In June 2020, we completed the sale of the asset, and the remaining proceeds of $3.1 were received. These proceeds are presented as investing activities in the Consolidated Statement of Cash Flows.
In the second quarter of 2020, we recorded a gain of $.1 before and after tax, which is reported separately in the Consolidated Statements of Operations. The gain represents the difference between the proceeds and the carrying value of the Hungary Distribution Center on the date of sale.
China Wellness Plant
In March 2020, we signed an agreement to sell the China Wellness Plant, for a total selling price of $6.6 before expenses. In the six-month period ended June 30, 2020, we received a cash deposit for the selling price of $6.6, presented as investing activities in the Consolidated Statement of Cash Flows, which included $3.3 of restricted cash.
In August 2020, we completed the sale of the China Wellness Plant and $3.3 of restricted cash in escrow was transferred to Avon. In the third quarter of 2020, we recorded a gain of $1.4 before tax, which is reported separately in the Consolidated Statements of Operations. The gain represents the difference between the net proceeds (after associated expenses) and the carrying value of the China Wellness Plant on the date of sale.
China manufacturing
On February 15, 2019, we completed the sale to TheFaceShop Co., Ltd., an affiliate of LG Household & Health Care Ltd. ("TheFaceShop"), of all of the equity interests in Avon Manufacturing (Guangzhou), Ltd. for a total selling price of $71.0, less expenses of approximately $1.1. The selling price included $23.5 relating to outstanding intercompany loans payable to Avon Manufacturing (Guangzhou), Ltd. from other Avon subsidiaries that was presented as financing activities in the Consolidated Statement of Cash Flows, this was subsequently settled in April 2019. The cash proceeds of $46.4, net of loan amounts, were presented as investing activities in the Consolidated Statement of Cash Flows, which included $7.5 of long-term restricted cash as of December 31, 2019. This was subsequently reclassified to short-term restricted cash in the three-month period ended March 31, 2020. The restriction on this cash was removed in the three-month period ended March 31, 2021.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
3. RELATED PARTY TRANSACTIONS
On January 3, 2020, the Company became a wholly owned subsidiary of Natura &Co Holding. From this point, Natura &Co Holding, its subsidiaries and affiliates became related parties of the Company. On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding. As a result, beginning on July 1, 2021, transactions and balances between Avon International and Avon Luxembourg are no longer eliminated on consolidation and instead are treated as transactions and balances with Related Parties.
The following tables present the related party transactions with Natura &Co and its affiliates and the Instituto Avon in Brazil. There are no other related party transactions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
Revenue from affiliates of Natura &Co(2)(3)
|
|
$
|
6.5
|
|
|
$
|
.9
|
|
|
$
|
22.9
|
|
|
$
|
2.7
|
|
|
Gross profit from affiliates of Natura &Co(2)(3)
|
|
$
|
2.4
|
|
|
$
|
.1
|
|
|
$
|
3.5
|
|
|
$
|
.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income from Instituto Avon(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on Loan from affiliates of Natura &Co(5)
|
|
$
|
(16.2)
|
|
|
$
|
(1.3)
|
|
|
$
|
(34.7)
|
|
|
$
|
(1.6)
|
|
|
Interest income on Loan to affiliates of Natura &Co(5)
|
|
$
|
.8
|
|
|
$
|
—
|
|
|
$
|
.8
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Balance Sheet Data
|
|
|
|
|
|
Receivables due from Instituto Avon(1)
|
|
$
|
.8
|
|
|
$
|
.8
|
|
|
Trade Receivables due from affiliates of Natura &Co(2)
|
|
$
|
20.3
|
|
|
$
|
6.1
|
|
|
Other receivables due from affiliates of Natura &Co(7)
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
Loans to affiliates of Natura &Co maturing within one year(7)
|
|
$
|
44.9
|
|
|
$
|
—
|
|
|
Loans to affiliates of Natura &Co maturing after one year(7)
|
|
$
|
51.1
|
|
|
$
|
—
|
|
|
Trade Payables due to affiliates of Natura &Co(7)
|
|
$
|
(23.5)
|
|
|
$
|
—
|
|
|
Other payables due to affiliates of Natura &Co(4)
|
|
$
|
(4.0)
|
|
|
$
|
—
|
|
|
Loans from affiliates of Natura &Co maturing within one year(5)
|
|
$
|
(148.7)
|
|
|
$
|
(1,008.6)
|
|
|
Loans from affiliates of Natura &Co maturing after one year(5)
|
|
$
|
(972.8)
|
|
|
$
|
—
|
|
|
Investments in affiliates of Natura &Co(6)
|
|
$
|
.1
|
|
|
$
|
—
|
|
(1) During the second quarter of 2018, the Company entered into an agreement to loan the Instituto Avon, an independent non-government charitable organization in Brazil, R$12 million (Brazilian reais) for an unsecured five-year term at a fixed interest rate of 7% per annum, to be paid back in five equal annual installments. The Instituto Avon was created by an Avon subsidiary in Brazil, with the board and executive team comprised of Avon Brazil management. The purpose of the loan was to provide the Instituto Avon with the means to donate funds to Fundação Pio XII (a leading cancer prevention and treatment organization in Brazil and owner of the Hospital do Câncer de Barretos), in order to invest in equipment with the objective of expanding breast cancer prevention and treatment.
(2) During the second quarter of 2020, the Company entered into manufacturing agreements with affiliates of Natura &Co Holding. The Company recorded revenue from related party of $4.5 and $.9 associated with these agreements during the three months ended September 30, 2021 and 2020, respectively. The Company recorded gross profit from related party of $.4 and $.1 associated with these agreements during the three months ended September 30, 2021 and 2020, respectively. The Company recorded revenue from related party of $20.9 and $2.7 associated with these agreements during the nine months ended September 30, 2021 and 2020, respectively. The Company recorded gross profit from related party of $1.5 and $.5 associated with these agreements during the nine months ended September 30, 2021 and 2020, respectively. Trade receivables due from affiliates of Natura &Co primarily relate to these manufacturing agreements.
(3) The Company is party to a license agreement with Avon Mexico, whereby Avon Mexico pays the Company a variable royalty. The Company recorded revenue from related party of $2 and $2 associated with these agreements during the three and nine months ended September 30, 2021, respectively. The Company recorded gross profit from related party of $2 and $2 associated with these agreements during the three and nine months ended September 30, 2021, respectively.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
(4) The payable to Natura &Co relates to the vesting and settlement of share based compensation awards denominated in Natura &Co American Depository Receipts including the 2018 long-term employee incentive program which vested and were automatically exercised in March 2021.
(5) Loans from affiliates of Natura &Co Holding at September 30, 2021 of $1,121.5 include $767.1 outstanding under a Promissory Note between Avon Beauty Limited and a subsidiary of Natura &Co Holding, and $205.7 outstanding under a Promissory Note with a subsidiary of Natura &Co Holding and an affiliate of the Company. On 29 October 2021, the $205.7 Promissory Note between Avon International Operations Inc. and a subsidiary of Natura &Co Holding was amended to extend its maturity to November 2, 2022. In accordance with ASC 470 - Debt, the $206 Promissory Note has therefore been presented as non-current in the Consolidated Balance Sheet as of September 30, 2021. In addition loans from affiliates of Natura &Co Holding at September 30, 2021 include $148.7 of intercompany loans between Avon Luxembourg and Avon Products, Inc. affiliates that, following the sale of Avon Luxembourg to a subsidiary of Natura &Co Holding on July 1, 2021, were redesignated as loans from affiliates of Natura & Co Holdings. Loans from affiliates of Natura &Co Holding at December 31, 2020 of $1,008.6 include $965 outstanding under a Promissory Note between Avon International Operations Inc. and a subsidiary of Natura &Co Holding. Loans from affiliates of Natura &Co Holding at December 31, 2020 also include $41.6 outstanding under the Revolving Credit Facility between Avon Luxembourg and Natura &Co International S.à r.l.. See Note 15, Debt and Other Financing, for further information relating to these loans.
(6) During the second quarter of 2021, Avon Cosméticos LTDA., made an investment of R$.5 in Natura &Co Pay Holding Financeira S.A., representing a 10% holding in the company. This is presented in other assets in our Consolidated Balance Sheets.
(7) On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding. As a result, transactions and balances between Avon International and Avon Luxembourg are no longer eliminated on consolidation and instead are treated as transactions and balances with Related Parties.
4. REVENUE
Disaggregation of revenue
In the following table, revenue is disaggregated by product or service type. All revenue is recognized at a point in time when control of a product is transferred to a customer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2021
|
|
|
|
Avon International
|
|
Avon Latin America
|
|
Total reportable segments
|
|
Affiliates of Natura&Co
|
|
Total
|
|
Beauty:
|
|
|
|
|
|
|
|
|
|
|
|
Skincare
|
|
$
|
134.2
|
|
|
$
|
109.6
|
|
|
$
|
243.8
|
|
|
$
|
—
|
|
|
$
|
243.8
|
|
|
Fragrance
|
|
118.3
|
|
|
85.2
|
|
|
203.5
|
|
|
—
|
|
|
203.5
|
|
|
Color
|
|
52.7
|
|
|
44.3
|
|
|
97.0
|
|
|
—
|
|
|
97.0
|
|
|
Total Beauty
|
|
305.2
|
|
|
239.1
|
|
|
544.3
|
|
|
—
|
|
|
544.3
|
|
|
Fashion & Home:
|
|
|
|
|
|
|
|
|
|
|
|
Fashion
|
|
56.3
|
|
|
33.3
|
|
|
89.6
|
|
|
—
|
|
|
89.6
|
|
|
Home
|
|
15.3
|
|
|
67.1
|
|
|
82.4
|
|
|
—
|
|
|
82.4
|
|
|
Total Fashion & Home
|
|
71.6
|
|
|
100.4
|
|
|
172.0
|
|
|
—
|
|
|
172.0
|
|
|
Certain Brazil indirect taxes*
|
|
—
|
|
|
12.4
|
|
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|
Product sales
|
|
376.8
|
|
|
351.9
|
|
|
728.7
|
|
|
—
|
|
|
728.7
|
|
|
Representative fees
|
|
15.8
|
|
|
17.1
|
|
|
32.9
|
|
|
—
|
|
|
32.9
|
|
|
Other
|
|
—
|
|
|
.2
|
|
|
.2
|
|
|
6.5
|
|
|
6.7
|
|
|
Other revenue
|
|
15.8
|
|
|
17.3
|
|
|
33.1
|
|
|
6.5
|
|
|
39.6
|
|
|
Total revenue
|
|
$
|
392.6
|
|
|
$
|
369.2
|
|
|
$
|
761.8
|
|
|
$
|
6.5
|
|
|
$
|
768.3
|
|
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2020
|
|
|
|
Avon International
|
|
Avon Latin America
|
|
Total reportable segments
|
|
Affiliates of Natura&Co
|
|
Total
|
|
Beauty:
|
|
|
|
|
|
|
|
|
|
|
|
Skincare
|
|
$
|
156.1
|
|
|
$
|
159.0
|
|
|
$
|
315.1
|
|
|
$
|
—
|
|
|
$
|
315.1
|
|
|
Fragrance
|
|
137.2
|
|
|
112.6
|
|
|
249.8
|
|
|
—
|
|
|
249.8
|
|
|
Color
|
|
64.5
|
|
|
60.9
|
|
|
125.4
|
|
|
—
|
|
|
125.4
|
|
|
Total Beauty
|
|
357.8
|
|
|
332.5
|
|
|
690.3
|
|
|
—
|
|
|
690.3
|
|
|
Fashion & Home:
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
Fashion
|
|
67.6
|
|
|
54.7
|
|
|
122.3
|
|
|
—
|
|
|
122.3
|
|
|
Home
|
|
13.9
|
|
|
123.6
|
|
|
137.5
|
|
|
—
|
|
|
137.5
|
|
|
Total Fashion & Home
|
|
81.5
|
|
|
178.3
|
|
|
259.8
|
|
|
—
|
|
|
259.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product sales
|
|
439.3
|
|
|
510.8
|
|
|
950.1
|
|
|
—
|
|
|
950.1
|
|
|
Representative fees
|
|
16.7
|
|
|
29.6
|
|
|
46.3
|
|
|
—
|
|
|
46.3
|
|
|
Other
|
|
1.1
|
|
|
(.4)
|
|
|
.7
|
|
|
.9
|
|
|
1.6
|
|
|
Other revenue
|
|
17.8
|
|
|
29.2
|
|
|
47.0
|
|
|
.9
|
|
|
47.9
|
|
|
Total revenue
|
|
$
|
457.1
|
|
|
$
|
540.0
|
|
|
$
|
997.1
|
|
|
$
|
.9
|
|
|
$
|
998.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2021
|
|
|
|
Avon International
|
|
Avon Latin America
|
|
Total reportable segments
|
|
Affiliates of Natura&Co
|
|
Total
|
|
Beauty:
|
|
|
|
|
|
|
|
|
|
|
|
Skincare
|
|
$
|
426.5
|
|
|
$
|
370.6
|
|
|
$
|
797.1
|
|
|
$
|
—
|
|
|
$
|
797.1
|
|
|
Fragrance
|
|
352.7
|
|
|
293.3
|
|
|
646.0
|
|
|
—
|
|
|
646.0
|
|
|
Color
|
|
175.1
|
|
|
145.0
|
|
|
320.1
|
|
|
—
|
|
|
320.1
|
|
|
Total Beauty
|
|
954.3
|
|
|
808.9
|
|
|
1,763.2
|
|
|
—
|
|
|
1,763.2
|
|
|
Fashion & Home:
|
|
|
|
|
|
|
|
|
|
|
|
Fashion
|
|
188.7
|
|
|
133.3
|
|
|
322.0
|
|
|
—
|
|
|
322.0
|
|
|
Home
|
|
46.7
|
|
|
290.2
|
|
|
336.9
|
|
|
—
|
|
|
336.9
|
|
|
Total Fashion & Home
|
|
235.4
|
|
|
423.5
|
|
|
658.9
|
|
|
—
|
|
|
658.9
|
|
|
Certain Brazil indirect taxes*
|
|
—
|
|
|
21.8
|
|
|
21.8
|
|
|
—
|
|
|
21.8
|
|
|
Product sales
|
|
1,189.7
|
|
|
1,254.2
|
|
|
2,443.9
|
|
|
—
|
|
|
2,443.9
|
|
|
Representative fees
|
|
50.1
|
|
|
72.3
|
|
|
122.4
|
|
|
—
|
|
|
122.4
|
|
|
Other
|
|
.1
|
|
|
.4
|
|
|
.5
|
|
|
22.9
|
|
|
23.4
|
|
|
Other revenue
|
|
50.2
|
|
|
72.7
|
|
|
122.9
|
|
|
22.9
|
|
|
145.8
|
|
|
Total revenue
|
|
$
|
1,239.9
|
|
|
$
|
1,326.9
|
|
|
$
|
2,566.8
|
|
|
$
|
22.9
|
|
|
$
|
2,589.7
|
|
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020
|
|
|
|
Avon International
|
|
Avon Latin America
|
|
Total reportable segments
|
|
Affiliates of Natura&Co
|
|
Total
|
|
Beauty:
|
|
|
|
|
|
|
|
|
|
|
|
Skincare
|
|
$
|
429.3
|
|
|
$
|
398.6
|
|
|
$
|
827.9
|
|
|
$
|
—
|
|
|
$
|
827.9
|
|
|
Fragrance
|
|
348.2
|
|
|
299.4
|
|
|
$
|
647.6
|
|
|
—
|
|
|
647.6
|
|
|
Color
|
|
194.9
|
|
|
154.5
|
|
|
$
|
349.4
|
|
|
—
|
|
|
349.4
|
|
|
Total Beauty
|
|
972.4
|
|
|
852.5
|
|
|
1,824.9
|
|
|
—
|
|
|
1,824.9
|
|
|
Fashion & Home:
|
|
|
|
|
|
|
|
|
|
|
|
Fashion
|
|
178.8
|
|
|
124.9
|
|
|
$
|
303.7
|
|
|
—
|
|
|
303.7
|
|
|
Home
|
|
34.8
|
|
|
259.6
|
|
|
$
|
294.4
|
|
|
—
|
|
|
294.4
|
|
|
Total Fashion & Home
|
|
213.6
|
|
|
384.5
|
|
|
598.1
|
|
|
—
|
|
|
598.1
|
|
|
Product sales
|
|
1,186.0
|
|
|
1,237.0
|
|
|
2,423.0
|
|
|
—
|
|
|
2,423.0
|
|
|
Representative fees
|
|
48.0
|
|
|
78.4
|
|
|
$
|
126.4
|
|
|
—
|
|
|
126.4
|
|
|
Other
|
|
5.2
|
|
|
4.5
|
|
|
$
|
9.7
|
|
|
2.7
|
|
|
12.4
|
|
|
Other revenue
|
|
53.2
|
|
|
82.9
|
|
|
136.1
|
|
|
2.7
|
|
|
138.8
|
|
|
Total revenue
|
|
$
|
1,239.2
|
|
|
$
|
1,319.9
|
|
|
$
|
2,559.1
|
|
|
$
|
2.7
|
|
|
$
|
2,561.8
|
|
* The three and nine months ended September 30, 2021 include approximately $12 and $22, respectively, to reflect the impact of certain Brazil indirect taxes which were recorded in product sales, in our Consolidated Income Statements. See Note 10 Supplemental Balance Sheet Information, to the Consolidated Financial Statements contained herein for further information.
Contract balances
The timing of revenue recognition generally is different from the timing of a promise made to a Representative. As a result, we have contract liabilities, which primarily relate to the advance consideration received from Representatives prior to transfer of the related good or service for material rights, such as loyalty points and status programs, and are primarily classified within other accrued liabilities (with the long-term portion in other liabilities) in our Consolidated Balance Sheets.
Generally, we record accounts receivable when we invoice a Representative. In addition, we record an estimate of an allowance for doubtful accounts on receivable balances based on an analysis of historical data and current circumstances, including seasonality, changing trends and the impact of COVID-19. The allowance for doubtful accounts is reviewed for adequacy, at a minimum, on a quarterly basis. We generally have no detailed information concerning, or any communication with, any ultimate consumer of our products beyond the Representative. We have no legal recourse against the ultimate consumer for the collection of any accounts receivable balances due from the Representative to us. If the financial condition of the Representatives were to deteriorate, resulting in their inability to make payments, additional allowances may be required.
The following table provides information about receivables and contract liabilities from contracts with customers at September 30, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Accounts receivable, net of allowances of $37.0 and $51.1
|
|
$
|
210.0
|
|
|
$
|
259.1
|
|
|
Contract liabilities
|
|
$
|
33.2
|
|
|
$
|
52.1
|
|
The contract liability balances relate to certain material rights (loyalty points, status program and prospective discounts). During the nine months ended September 30, 2021, we recognized $38.3 of revenue related to the contract liability balance at the beginning of the nine month period ended September 30, 2021, as the result of performance obligations satisfied. In addition, we deferred an additional $24.3 related to certain material rights granted during the period, for which the performance obligations are not yet satisfied. Of the amount deferred during the period, substantially all will be recognized within a year, with the significant majority to be captured within a quarter. The remaining movement in the contract liability balance is attributable to foreign exchange differences arising on the translation of the balance as at September 30, 2021 as compared with December 31, 2020, and the sale of Avon Luxembourg.
AVON PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in millions, except per share data)
5. INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Inventories
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Raw materials
|
|
$
|
111.6
|
|
|
$
|
131.3
|
|
|
Finished goods
|
|
312.9
|
|
|
327.8
|
|
|
Total
|
|
$
|
424.5
|
|
|
$
|
459.1
|
|
6. LEASES
We have operating and finance leases for corporate and market offices, warehouses, automotive and other equipment. Our sublease portfolio consists of the sublease of our previous principal executive office located at 777 Third Avenue, New York, NY.
The table below shows the sublease income recorded in the Consolidated Statement of Operations incurred during the three months ended September 30, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Lease Costs
|
|
Classification
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Sublease income
|
|
Selling, general and administrative expenses
|
|
3.6
|
|
|
3.1
|
|
|
10.9
|
|
|
11.7
|
|
7. CONTINGENCIES
Brazilian Tax Assessments
Tax on Manufactured Products – minimum pricing rules
In December 2012 and in October 2017, our Brazilian subsidiary, Avon Industrial LTDA (Avon Brazil Manufacturing) received excise tax ("IPI") assessments for the years 2008 and 2014.
As in prior IPI cases that have been resolved in Avon’s favor, the assessments assert that the establishment in 1995 of separate manufacturing and distribution companies in Brazil was done without a valid business purpose, and that Avon Brazil Manufacturing did not observe minimum pricing rules to define the taxable basis of the tax on manufactured products. The structure adopted in 1995 is comparable to that used by many other companies in Brazil. We believe that our Brazilian corporate structure is appropriate, both operationally and legally, and that the assessments are unfounded.
These matters are being contested at the administrative court, where proceedings are currently in progress. As of September 30, 2021 and December 31, 2020, the total amount under discussion classified as reasonably possible was $366 and $378, respectively.
Tax on Manufactured Products – Decree equated certain commercial companies (not subject to IPI taxation) to industrial companies (IPI taxpayers)
In May 2015, an executive decree established the levy of IPI on the sales of cosmetic products by Avon Brazil. Avon Brazil filed an objection to this levy on the basis that it is not constitutional since this tax is already paid by Avon Brazil Manufacturing. In December 2016, Avon Brazil received a favorable decision from the Federal District Court regarding this objection. This decision has been appealed by the Federal Tax Authority. As of September 30, 2021 and December 31, 2020, the total amount under discussion classified as reasonably possible was $241 and $231, respectively.
Talc-Related Litigation
The Company has been named a defendant in numerous personal injury lawsuits filed in U.S. courts, alleging that certain talc products the Company sold in the past were contaminated with asbestos. Many of these actions involve a number of co-defendants from a variety of different industries, including manufacturers of cosmetics and manufacturers of other products that, unlike the Company’s products, were designed to contain asbestos. As of September 30, 2021, there were 152 individual cases pending against the Company. During the three months ended September 30, 2021, 33 new cases were filed and 10 cases were dismissed, settled or otherwise resolved. The value of the settlements was not material, either individually or in the aggregate, to the Company’s results of operations for the three months ended September 30, 2021. Additional similar cases arising out of the use of the Company’s talc products are reasonably anticipated.
We believe that the claims asserted against us in these cases are without merit. We are defending vigorously against these claims and will continue to do so. To date, the Company has not proceeded to trial in any case filed against it and there have been no findings of liability enforceable against the Company. However, nationwide trial results in similar cases filed against other manufacturers of cosmetic talc products have ranged from outright dismissals to very large jury awards of both compensatory and punitive damages. Given the inherent uncertainties of litigation, we cannot predict the outcome of all individual cases pending against the Company, and we are only able to make a specific estimate for a small number of individual cases that have advanced to the later stages of legal proceedings. For the remaining cases, we provide an estimate of exposure on an aggregated and ongoing basis, which takes into account the historical outcomes of all cases we have resolved to date. Any accruals currently recorded on the Company’s balance sheet with respect to these cases are not material. However, any adverse outcomes, either in an individual case or in the aggregate, could be material. Future costs to litigate these cases, which we expense as incurred, are not known but may be significant, though some costs will be covered by insurance.
Brazilian Labor-Related Litigation
On an ongoing basis, the Company is subject to numerous and diverse labor-related lawsuits filed by employees in Brazil. These cases are assessed on an aggregated and ongoing basis based on historical outcomes of similar cases. The claims made are often for significantly larger sums than have historically been paid out by the Company. Our practice continues to be to recognize a liability based on our assessment of historical payments in similar cases. Our best estimate of the probable loss for such cases at September 30, 2021 and December 31, 2020 was approximately $9 and $8, respectively. Accordingly, we have recognized a liability for this amount.
Shareholder Litigation
On February 14, 2019, a purported shareholder’s class action complaint (Bevinal v. Avon Products, Inc., et al., No. 19-cv-1420) was filed in the United States District Court for the Southern District of New York against the Company and certain former officers of the Company. The complaint was subsequently amended and recaptioned "In re Avon Products, Inc. Securities Litigation". The amended complaint is brought on behalf of a purported class consisting of all purchasers or acquirers of Avon common stock between January 21, 2016 and November 1, 2017, inclusive. The complaint asserts violations of sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") based on allegedly false or misleading statements and alleged market manipulation with respect to, among other things, changes made to Avon’s credit terms for Representatives in Brazil. Avon and the individual defendants filed a motion to dismiss which the court denied. During 2020, the parties reached an agreement on a settlement of this class action. The terms of settlement include releases by members of the class of claims against the Company and the individual defendants and payment of $14.5 million. Approximately $2 million of the settlement was paid by the Company (which represented the remaining deductible under the Company’s applicable insurance policies) and the remainder of the settlement was paid by the Company’s insurers. On August 31, 2020, the court granted preliminary approval of the settlement, and on February 3, 2021, the court entered an order and judgment granting final approval of the settlement. This judgment is now final.
Other Matters
Various other lawsuits and claims, arising in the ordinary course of business or related to businesses previously sold, are pending or threatened against Avon. In management’s opinion, based on its review of the information available at this time, the total cost of resolving such other contingencies at September 30, 2021 is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.
8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The tables below present the changes in AOCI by component and the reclassifications out of AOCI for the three and nine months ended September 30, 2021 and 2020:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Three Months Ended September 30, 2021
|
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Foreign Currency Translation Adjustments
|
|
|
|
Net Investment Hedges
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|
Pension and Postretirement Benefits
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|
Total
|
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Balance at June 30, 2021
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|
$
|
(1,051.9)
|
|
|
|
|
$
|
(4.3)
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|
|
$
|
(88.8)
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|
|
$
|
(1,145.0)
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|
|
Other comprehensive loss other than reclassifications
|
|
(9.2)
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|
|
|
|
—
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|
|
—
|
|
|
(9.2)
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|
|
Sale of Avon Luxembourg
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|
.1
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|
|
|
|
—
|
|
|
(.1)
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|
|
—
|
|
|
Reclassifications into earnings:
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|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss and prior service cost, net of tax of $0.2(1)
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—
|
|
|
|
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—
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|
.7
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|
|
.7
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Total reclassifications into earnings
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—
|
|
|
|
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—
|
|
|
.7
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|
|
.7
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|
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Balance at September 30, 2021
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|
$
|
(1,061.0)
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|
|
|
|
$
|
(4.3)
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|
|
$
|
(88.2)
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|
|
$
|
(1,153.5)
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
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|
|
Three Months Ended September 30, 2020
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Foreign Currency Translation Adjustments
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|
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Net Investment Hedges
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Pension and Postretirement Benefits
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Total
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Balance at June 31, 2020
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$
|
(1,053.1)
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|
|
|
$
|
(4.3)
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|
|
$
|
(88.4)
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|
|
$
|
(1,145.8)
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Other comprehensive loss other than reclassifications
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|
(25.5)
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|
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|
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—
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|
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2.4
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|
|
(23.1)
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|
|
Reclassifications into earnings:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss and prior service cost, net of tax of $0.2(1)
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—
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|
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|
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—
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2.0
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|
|
2.0
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|
|
Total reclassifications into earnings
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—
|
|
|
|
|
—
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|
|
2.0
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|
|
2.0
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Balance at September 30, 2020
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|
$
|
(1,078.6)
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|
|
|
$
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(4.3)
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|
|
$
|
(84.0)
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|
|
$
|
(1,166.9)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2021
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Foreign Currency Translation Adjustments
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|
|
|
Net Investment Hedges
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|
Pension and Postretirement Benefits
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|
Total
|
|
Balance at December 31, 2020
|
|
$
|
(1,038.2)
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|
|
|
|
$
|
(4.3)
|
|
|
$
|
(91.3)
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|
|
$
|
(1,133.8)
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|
|
Other comprehensive loss other than reclassifications
|
|
(22.9)
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|
|
|
|
—
|
|
|
—
|
|
|
(22.9)
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|
|
Sale of Avon Luxembourg
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|
.1
|
|
|
|
|
—
|
|
|
(.1)
|
|
|
—
|
|
|
Reclassifications into earnings:
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|
|
|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss and prior service cost, net of tax of $0.6(1)
|
|
—
|
|
|
|
|
—
|
|
|
3.2
|
|
|
3.2
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|
|
Total reclassifications into earnings
|
|
—
|
|
|
|
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|
Balance at September 30, 2021
|
|
$
|
(1,061.0)
|
|
|
|
|
$
|
(4.3)
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|
|
$
|
(88.2)
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|
|
$
|
(1,153.5)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Nine Months Ended September 30, 2020
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Foreign Currency Translation Adjustments
|
|
Cash Flow Hedges
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Net Investment Hedges
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|
Pension and Postretirement Benefits
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|
Total
|
|
Balance at December 31, 2019
|
|
$
|
(942.7)
|
|
|
$
|
(.6)
|
|
|
$
|
(4.3)
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|
|
$
|
(92.4)
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|
|
$
|
(1,040.0)
|
|
|
Other comprehensive loss other than reclassifications
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|
(135.9)
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
(133.5)
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|
|
Reclassifications into earnings:
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|
|
|
|
|
|
|
|
|
|
Derivative losses on cash flow hedges, net of tax of $0.0
|
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—
|
|
|
.6
|
|
|
—
|
|
|
—
|
|
|
.6
|
|
|
Amortization of net actuarial loss and prior service cost, net of tax of $0.6(1)
|
|
—
|
|
|
—
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|
|
—
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|
|
6.0
|
|
|
6.0
|
|
|
Total reclassifications into earnings
|
|
—
|
|
|
.6
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|
|
—
|
|
|
6.0
|
|
|
6.6
|
|
|
Balance at September 30, 2020
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|
$
|
(1,078.6)
|
|
|
$
|
—
|
|
|
$
|
(4.3)
|
|
|
$
|
(84.0)
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|
|
$
|
(1,166.9)
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For further details on Other Comprehensive income, (loss) other than reclassifications see the Consolidated Statement of Comprehensive Loss.
(1) Gross amount reclassified to other income (expense), net in our Consolidated Statements of Operations, and related taxes reclassified to income taxes in our Consolidated Statements of Operations.
Foreign exchange net loss of $4.5 and net gain $5.6 for the three months ended September 30, 2021 and 2020, respectively, and foreign exchange net loss of $4.6 and net gain of $1.7 for the nine months ended September 30, 2021 and 2020, respectively, resulting from the translation of actuarial losses and prior service cost recorded in AOCI, are included in foreign currency translation adjustments in our Consolidated Statements of Comprehensive Loss.
9. SEGMENT INFORMATION
We have identified two reportable segments based on geographic operations: Avon International and Avon Latin America.
We determine segment profit by deducting the related costs and expenses from segment revenue. Segment profit includes an allocation of central expenses to the extent they support the operating activity of the segment. Segment profit excludes certain CTI restructuring initiatives, certain significant asset impairment charges, and other expenses, which are not allocated to a particular segment, if applicable. This is consistent with the manner in which we assess our performance and allocate resources.
Summarized financial information concerning our reportable segments was as follows:
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|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Total Revenue
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Avon International
|
|
$
|
392.6
|
|
|
$
|
457.1
|
|
|
$
|
1,239.9
|
|
|
$
|
1,239.2
|
|
|
Avon Latin America*
|
|
369.2
|
|
|
540.0
|
|
|
1,326.9
|
|
|
1,319.9
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|
|
Total revenue from reportable segments*(1)
|
|
761.8
|
|
|
997.1
|
|
|
2,566.8
|
|
|
2,559.1
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|
|
Revenue from affiliates to Natura &Co
|
|
6.5
|
|
|
.9
|
|
|
22.9
|
|
|
2.7
|
|
|
Total revenue*(1)(6)
|
|
768.3
|
|
|
998.0
|
|
|
2,589.7
|
|
|
2,561.8
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|
|
|
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|
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|
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|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Operating Loss
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Segment Profit (Loss)
|
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|
|
|
|
|
|
|
|
Avon International
|
|
$
|
2.0
|
|
|
$
|
17.4
|
|
|
$
|
(4.4)
|
|
|
$
|
15.7
|
|
|
Avon Latin America*
|
|
(4.1)
|
|
|
22.0
|
|
|
8.9
|
|
|
(46.0)
|
|
|
Total (loss) profit from reportable segments*(2)(6)
|
|
$
|
(2.1)
|
|
|
$
|
39.4
|
|
|
$
|
4.5
|
|
|
$
|
(30.3)
|
|
|
Unallocated global expenses(3)
|
|
(4.2)
|
|
|
(3.2)
|
|
|
(17.1)
|
|
|
(5.0)
|
|
|
Certain Brazil taxes(5)
|
|
(1.7)
|
|
|
—
|
|
|
(1.7)
|
|
|
10.6
|
|
|
CTI restructuring initiatives
|
|
(10.9)
|
|
|
(12.4)
|
|
|
(60.8)
|
|
|
(17.6)
|
|
|
Costs related to the Transaction (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85.8)
|
|
|
Operating (loss) profit*(6)
|
|
$
|
(18.9)
|
|
|
$
|
23.8
|
|
|
$
|
(75.1)
|
|
|
$
|
(128.1)
|
|
* The three and nine months ended September 30, 2021 include approximately $12 and $22, respectively, to reflect the impact of certain Brazil indirect taxes which were recorded in product sales, in our Consolidated Income Statements. See Note 10 Supplemental Balance Sheet Information, to the Consolidated Financial Statements contained herein for further information.
(1)Total revenue also includes revenue from other business activities of $.2 and $2.8 for the three months ended September 30, 2021 and 2020, and $4.5 and $11.6 for the nine months ended September 30, 2021 and 2020, respectively, allocated to Avon International and Avon Latin America segments. Other business activities include revenue from the sale of products to New Avon since the separation of the Company’s North America business into New Avon on March 1, 2016 and ongoing royalties from the licensing of our name and products.
(2)Total loss from reportable segments also includes profit from other business activities and central expenses allocated to Avon International and Avon Latin America segments. Other business activities of $.2 and $1.3 for the three months ended September 30, 2021 and 2020, and $.6 and $5.4 for the nine months ended September 30, 2021 and 2020, respectively, include profit from the sale of products to New Avon since the separation of the Company’s North America business into New Avon on March 1, 2016 and ongoing royalties from the licensing of our name and products. Central expenses of $56.2 and $50.2 for the three months ended September 30, 2021 and 2020, and $172.2 and $153.2 for the nine months ended September 30, 2021 and 2020 respectively, include corporate general and administrative expenses allocated to Avon International and Avon Latin America to the extent they support the operating activity of the segment.
(3)For the three and nine months ended September 30, 2021 and 2020, unallocated global expenses primarily include stewardship and other expenses not directly attributable to reportable segments.
(4)For the nine months ended September 30, 2020, costs related to the Transaction primarily include professional fees of approximately $44, severance payments of approximately $25 and acceleration of share based compensation of approximately $10 relating to these terminations triggered by change in control provisions. Refer to Note 17, Merger with Natura for more information relating to the Natura transaction.
(5)The three and nine month periods ended September 30, 2021 include the impact of certain Brazil taxes, which were recorded in selling, general and administrative expenses, net in the amounts of approximately $2. The nine month periods ended September 30, 2020 include the impact of certain Brazil taxes, which were recorded in selling, general and administrative expenses, net in the amount of approximately $11.
(6)On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding. As a result, from the same date, the results of Avon Luxembourg are no longer included within Avon's consolidated results. The nine month period ended September 30, 2021 includes the results of Avon Luxembourg for the period from January 1 to June 30, 2021, and the three and nine month periods ended September 30, 2020 include the results of Avon Luxembourg.
10. SUPPLEMENTAL BALANCE SHEET INFORMATION
At September 30, 2021 and December 31, 2020, prepaid expenses and other included the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Prepaid Expenses and Other
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Prepaid taxes and tax refunds receivable
|
|
$
|
83.4
|
|
|
$
|
117.6
|
|
|
Receivables other than trade
|
|
27.6
|
|
|
34.9
|
|
|
Prepaid brochure costs, paper and other literature
|
|
9.7
|
|
|
12.0
|
|
|
Other
|
|
42.2
|
|
|
39.7
|
|
|
Prepaid expenses and other
|
|
$
|
162.9
|
|
|
$
|
204.2
|
|
At September 30, 2021 and December 31, 2020, other assets included the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Other Assets
|
|
September 30, 2021
|
|
December 31, 2020
|
|
Net overfunded pension plans
|
|
$
|
106.7
|
|
|
$
|
103.0
|
|
|
Capitalized software
|
|
72.0
|
|
|
76.0
|
|
|
Judicial deposits
|
|
47.0
|
|
|
50.9
|
|
|
Long-term receivables including Taxes
|
|
188.8
|
|
|
157.0
|
|
|
Trust assets associated with supplemental benefit plans
|
|
29.9
|
|
|
33.7
|
|
|
Other
|
|
15.4
|
|
|
17.9
|
|
|
Other assets
|
|
$
|
459.8
|
|
|
$
|
438.5
|
|
Prepaid taxes and tax refunds receivable and long-term receivables include approximately $133 and $112 related to certain Brazil indirect taxes as of September 30, 2021 and December 31, 2020, respectively. During the second quarter of 2021, the Brazilian Supreme Federal Court ruled on a Motion of Clarification which supported the recognition of additional receivable balances related to certain Brazil indirect taxes. As of September 30, 2021, we have recorded our best estimate of the receivable of $24 and will continue to assess the impacts of the ruling.
11. RESTRUCTURING INITIATIVES
Natura &Co - Avon Integration
Subsequent to the merger of Natura and Avon in January 2020, an integration plan (the "Avon Integration") was established to create the right global infrastructure to support the future ambitions of the Natura &Co Group while also identifying synergies and opportunities to leverage our combined strength, scale and reach. Synergies will be derived mainly from procurement, manufacturing/distribution and administrative, as well as top line synergies, primarily between Avon LATAM and Natura &Co Latin America.
Open Up Avon, Open Up & Grow and Transformation Plan
In January 2016, we initiated a transformation plan (the "Transformation Plan"), in order to enable us to achieve our long-term goals of mid-single-digit Constant $ revenue growth and low double-digit operating margin. There are no further restructuring actions to be taken associated with our Transformation Plan as, beginning in the third quarter of 2018, all new restructuring actions approved operate under our new Open Up Avon plan described below.
In September 2018, we initiated a new strategy in order to return Avon to growth ("Open Up Avon"). The Open Up Avon strategy was integral to our ability to return Avon to growth, built around the necessity of incorporating new approaches to various elements of our business, including increased utilization of third-party providers in manufacturing and technology, a
more fit for purpose asset base, and a focus on enabling our Representatives to more easily interact with the company and achieve relevant earnings. In January 2019, we announced significant advancements in this strategy, including a structural reset of inventory processes and a reduction in global workforce.
In May 2020, the new leadership of Avon International refreshed our strategy ("Open Up & Grow") which aims to return Avon International to growth over the next three years. Open Up & Grow replaces and builds on the success of the Open Up Avon strategy, launched in 2018, to strengthen competitiveness through enhancing the representative experience, improving brand position and relevance, accelerating digital expansion and improving costs. Over the next three years, savings are expected to continue to be achieved through restructuring actions (that may continue to result in charges related to severance, contract terminations and asset write-offs), as well as other cost-savings strategies that would not result in restructuring charges.
Costs to Implement Restructuring Initiatives - Three Months Ended September 30, 2021 and 2020
During the three months ended September 30, 2021, we recorded net costs to implement of $2.6, of which $3.1 related to Avon Integration, and a net benefit of $.4 related to Open Up & Grow and a net benefit of $.1 related to the Transformation Plan, in our Consolidated Statements of Operations. During the three months ended September 30, 2020, we recorded costs to implement of $10.9 of which $11.1 related to Avon Integration, $.7 related to Open Up & Grow, and a net benefit of $.9 related to the Transformation Plan, in our Consolidated Statements of Operations.
During the nine months ended September 30, 2021, we recorded net costs to implement of $51.0, of which $13.0 related to Avon Integration, $38.6 related to Open Up & Grow and a net benefit of $.6 related to the Transformation Plan, in our Consolidated Statements of Operations. During the nine months ended September 30, 2020, we recorded costs to implement of $16.1 of which $12.7 related to Avon Integration, $7.6 related to Open Up & Grow, and a net benefit of $4.2 related to the Transformation Plan, in our Consolidated Statements of Operations.
The costs during the three and nine months ended September 30, 2021 and 2020 consisted of the following:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
CTI recorded in operating profit - COGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory write-off
|
|
—
|
|
|
(.8)
|
|
|
.2
|
|
|
(1.1)
|
|
|
|
|
—
|
|
|
(.8)
|
|
|
.2
|
|
|
(1.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
CTI recorded in operating profit - SG&A
|
|
|
|
|
|
|
|
|
|
Net charges for employee-related costs, including severance benefits
|
|
3.1
|
|
|
5.7
|
|
|
33.5
|
|
|
4.0
|
|
|
Implementation costs, primarily related to professional service fees
|
|
3.3
|
|
|
5.9
|
|
|
13.5
|
|
|
6.7
|
|
|
Dual running costs
|
|
.2
|
|
|
.8
|
|
|
.8
|
|
|
2.3
|
|
|
Contract termination and other net benefits
|
|
2.8
|
|
|
.4
|
|
|
10.2
|
|
|
3.4
|
|
|
Impairment of other assets
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|
.7
|
|
|
Accelerated depreciation
|
|
.1
|
|
|
—
|
|
|
.3
|
|
|
.4
|
|
|
Variable lease charges
|
|
.4
|
|
|
.4
|
|
|
1.3
|
|
|
1.3
|
|
|
|
|
10.9
|
|
|
13.2
|
|
|
60.6
|
|
|
18.8
|
|
|
|
|
|
|
|
|
|
|
|
|
CTI recorded in operating profit
|
|
10.9
|
|
|
12.4
|
|
|
60.8
|
|
|
17.7
|
|
|
|
|
|
|
|
|
|
|
|
|
CTI recorded in other (expense) income
|
|
|
|
|
|
|
|
|
|
(Gain) loss on sale of business / assets
|
|
(8.3)
|
|
|
(1.5)
|
|
|
(9.8)
|
|
|
(1.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total CTI
|
|
$
|
2.6
|
|
|
$
|
10.9
|
|
|
$
|
51.0
|
|
|
$
|
16.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Avon Integration
|
|
$
|
3.1
|
|
|
$
|
11.1
|
|
|
$
|
13.0
|
|
|
$
|
12.7
|
|
|
Open Up & Grow
|
|
$
|
(.4)
|
|
|
$
|
.7
|
|
|
$
|
38.6
|
|
|
$
|
7.6
|
|
|
Transformation Plan
|
|
$
|
(.1)
|
|
|
$
|
(.9)
|
|
|
$
|
(.6)
|
|
|
$
|
(4.2)
|
|
|
|
|
|
|
|
|
|
|
|
The following liability balances include restructuring costs such as employee-related costs, inventory and asset write-offs, foreign currency translation write-offs and contract terminations, and do not include other costs to implement restructuring initiatives such as professional services fees, dual running costs, accelerated depreciation and gain on sale of business.
The liability balance included in other accrued liabilities in our Consolidated Balance Sheet for the restructuring actions associated with Avon Integration at September 30, 2021 and December 31, 2020 is $1.7 and $.7, respectively, related to employee related costs.
The liability balance included in other accrued liabilities in our Consolidated Balance Sheet for the restructuring actions associated with Open Up & Grow at September 30, 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee-Related Costs
|
|
Inventory/Assets Write-offs
|
|
Contract Terminations/Other
|
|
Total
|
|
Balance at December 31, 2020
|
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
11.8
|
|
|
2021 charges
|
|
30.8
|
|
|
1.1
|
|
|
2.6
|
|
|
34.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash payments
|
|
(18.1)
|
|
|
—
|
|
|
(3.9)
|
|
|
(22.0)
|
|
|
Non-cash write-offs
|
|
—
|
|
|
(1.1)
|
|
|
—
|
|
|
(1.1)
|
|
|
Foreign exchange
|
|
(.4)
|
|
|
—
|
|
|
(.1)
|
|
|
(.5)
|
|
|
Balance at September 30, 2021
|
|
$
|
21.3
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
22.7
|
|
The liability balance included in other accrued liabilities in our Consolidated Balance Sheet for the restructuring actions associated with our Transformation Plan at September 30, 2021 and December 31, 2020 is $1.5 and $3.5, respectively, related to employee related costs.
The majority of cash payments, if applicable, associated with the year-end liability and the liability at September 30, 2021 are expected to be made during 2021.
The following table presents the restructuring charges incurred to date under Avon Integration, Open Up & Grow (formerly Open Up Avon) and the Transformation Plan, along with the estimated charges expected to be incurred on approved initiatives under the plans:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee- Related Costs
|
|
Inventory/ Asset Write-offs
|
|
Contract
Terminations/Other
|
|
Foreign Currency Translation Adjustment Write-offs
|
|
Total
|
|
Avon Integration
|
|
|
|
|
|
|
|
|
|
|
|
Charges incurred to date
|
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
.2
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
Estimated charges to be incurred on approved initiatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total expected charges on approved initiatives
|
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
.2
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open Up & Grow
|
|
|
|
|
|
|
|
|
|
|
|
Charges incurred to date
|
|
$
|
114.0
|
|
|
$
|
107.6
|
|
|
$
|
15.0
|
|
|
$
|
(10.9)
|
|
|
$
|
225.7
|
|
|
Estimated charges to be incurred on approved initiatives
|
|
.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.2
|
|
|
Total expected charges on approved initiatives
|
|
$
|
114.2
|
|
|
$
|
107.6
|
|
|
$
|
15.0
|
|
|
$
|
(10.9)
|
|
|
$
|
225.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The charges, net of adjustments, of initiatives under the Open Up & Grow and the Transformation Plan, along with the estimated charges expected to be incurred on approved initiatives under the plans, by reportable segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avon International
|
|
Avon Latin America
|
|
Total
|
|
Avon Integration
|
|
|
|
|
|
|
|
2020
|
|
$
|
6.2
|
|
|
$
|
4.6
|
|
|
$
|
10.8
|
|
|
First quarter 2021
|
|
(.5)
|
|
|
2.0
|
|
|
1.5
|
|
|
Second quarter 2021
|
|
(.7)
|
|
|
—
|
|
|
(.7)
|
|
|
Third quarter 2021
|
|
—
|
|
|
.5
|
|
|
.5
|
|
|
Charges incurred to date
|
|
5.0
|
|
|
7.1
|
|
|
12.1
|
|
|
Estimated charges to be incurred on approved initiatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total expected charges on approved initiatives
|
|
$
|
5.0
|
|
|
$
|
7.1
|
|
|
$
|
12.1
|
|
|
|
|
|
|
|
|
|
|
Open Up & Grow
|
|
|
|
|
|
|
|
2018
|
|
$
|
52.8
|
|
|
$
|
64.3
|
|
|
$
|
117.1
|
|
|
2019
|
|
34.7
|
|
|
36.9
|
|
|
71.6
|
|
|
2020
|
|
3.2
|
|
|
(.8)
|
|
|
2.4
|
|
|
First quarter 2021
|
|
9.4
|
|
|
(.1)
|
|
|
9.3
|
|
|
Second quarter 2021
|
|
21.1
|
|
|
—
|
|
|
21.1
|
|
|
Third quarter 2021
|
|
4.1
|
|
|
.1
|
|
|
4.2
|
|
|
Charges incurred to date
|
|
125.3
|
|
|
100.4
|
|
|
225.7
|
|
|
Estimated charges to be incurred on approved initiatives
|
|
.2
|
|
|
—
|
|
|
.2
|
|
|
Total expected charges on approved initiatives
|
|
$
|
125.5
|
|
|
$
|
100.4
|
|
|
$
|
225.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The charges above are not included in segment profit, as this excludes costs to implement restructuring initiatives. The amounts shown in the tables above as charges recorded to date relate to initiatives that have been approved and recorded in the consolidated financial statements, as the costs are probable and estimable. The amounts shown in the tables above as total expected charges on approved initiatives represent charges recorded to-date plus charges yet to be recorded for approved initiatives as the relevant accounting criteria for recording an expense have not yet been met.
12. GOODWILL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avon International
|
|
Avon Latin America
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at December 31, 2020
|
|
$
|
20.0
|
|
|
$
|
63.2
|
|
|
$
|
83.2
|
|
|
|
|
|
|
|
|
|
|
Changes during the period ended September 30, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange
|
|
(1.3)
|
|
|
(6.7)
|
|
|
(8.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net balance at September 30, 2021
|
|
$
|
18.7
|
|
|
$
|
56.5
|
|
|
$
|
75.2
|
|
13. FAIR VALUE
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
Total
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
Liabilities:
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
Available-for-sale securities
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
2.8
|
|
|
Total
|
$
|
4.2
|
|
|
$
|
2.8
|
|
|
$
|
7.0
|
|
|
Liabilities:
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
Total
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
6.0
|
|
Fair Value of Financial Instruments
Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, accounts receivable, debt maturing within one year, accounts payable, long-term debt and foreign exchange forward contracts. The carrying value for cash and cash equivalents, accounts receivable, accounts payable, debt maturing within one year and short-term investments approximate fair value because of the short-term nature of these instruments.
The net asset (liability) amounts recorded in the balance sheet (carrying amount) and the estimated fair values of our remaining financial instruments at September 30, 2021 and December 31, 2020, respectively, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021
|
|
December 31, 2020
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Available-for-sale securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
4.2
|
|
|
Loans to affiliates of Natura &Co maturing within one year
|
44.9
|
|
|
44.9
|
|
|
—
|
|
|
—
|
|
|
Loans to affiliates of Natura &Co maturing after one year
|
51.1
|
|
|
51.1
|
|
|
—
|
|
|
—
|
|
|
Debt maturing within one year
|
(35.5)
|
|
|
(35.5)
|
|
|
(28.0)
|
|
|
(28.0)
|
|
|
Loans from affiliates of Natura &Co maturing within one year
|
(148.7)
|
|
|
(148.7)
|
|
|
(1,008.6)
|
|
|
(1,008.6)
|
|
|
Long-term debt(1)
|
(675.8)
|
|
|
(767.1)
|
|
|
(675.4)
|
|
|
(782.4)
|
|
|
Loans from affiliates of Natura &Co maturing after one year
|
(972.8)
|
|
|
(972.8)
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|
|
—
|
|
|
—
|
|
|
Foreign exchange forward contracts
|
2.7
|
|
|
2.7
|
|
|
(3.2)
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|
|
(3.2)
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|
(1) The carrying value of long-term debt is presented net of debt issuance costs and includes any related discount or premium, as applicable.
The methods and assumptions used to estimate fair value are as follows:
•Available-for-sale securities - The fair values of these investments were the quoted market prices for issues listed on securities exchanges.
•Long-term debt - The fair values of our debt and other financing were determined using Level 2 inputs based on indicative market prices.
•Foreign exchange forward contracts - The fair values of forward contracts were estimated based on quoted forward foreign exchange prices at the reporting date.
14. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
We operate globally, with manufacturing and distribution facilities in various countries around the world. We may reduce our exposure to fluctuations in the fair value and cash flows associated with changes in interest rates and foreign exchange rates by creating offsetting positions, including through the use of derivative financial instruments. If we use foreign currency-rate sensitive and interest-rate sensitive instruments to hedge a certain portion of our existing and forecasted transactions, we would expect that any gain or loss in value of the hedge instruments generally would be offset by decreases or increases in the value of the underlying forecasted transactions.
We do not enter into derivative financial instruments for trading or speculative purposes, nor are we a party to leveraged derivatives. Agreements governing our derivative contracts generally contain standard provisions that could trigger early termination of the contracts in certain circumstances, including if we were to merge with another entity and the creditworthiness of the surviving entity were to be "materially weaker" than that of Avon prior to the Transaction.
Derivatives are recognized in the Consolidated Balance Sheets at their fair values. The following table presents the fair value of derivative instruments at September 30, 2021:
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|
|
|
|
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|
|
|
|
|
|
|
|
|
Asset
|
|
Liability
|
|
|
Balance Sheet
Classification
|
|
Fair
Value
|
|
Balance Sheet
Classification
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Derivatives not designated as hedges:
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|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
Prepaid expenses and other
|
|
$
|
2.7
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|
|
Accounts payable
|
|
$
|
—
|
|
|
Total derivatives
|
|
|
$
|
2.7
|
|
|
|
|
$
|
—
|
|
Derivatives are recognized in the Consolidated Balance Sheets at their fair values. The following table presents the fair value of derivative instruments at December 31, 2020:
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|
|
|
|
|
|
|
|
|
Asset
|
|
Liability
|
|
|
Balance Sheet
Classification
|
|
Fair
Value
|
|
Balance Sheet
Classification
|
|
Fair
Value
|
|
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
Foreign exchange forward contracts
|
Prepaid expenses and other
|
|
$
|
2.8
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|
|
Accounts payable
|
|
$
|
6.0
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|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
$
|
2.8
|
|
|
|
|
$
|
6.0
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|
Interest Rate Risk
On June 30, 2021 we entered into a cross-currency interest rate swap agreement with a third party bank, designated as a cash flow hedge, whereby we receive fixed rate interest payments on $11 at 2.10% per annum in exchange for making floating interest rate payments on R$55 at CDI plus 1.87% for a period of 6 months. At September 30, 2021, the fair value of the cross currency interest-rate swap agreement was $.9. At December 31, 2020, we did not have any interest-rate swap agreements.
Approximately 7% and 4% of our debt portfolio at September 30, 2021 and December 31, 2020, respectively, was exposed to floating interest rates, which relates to our short-term debt portfolio.
Foreign Currency Risk
We may use foreign exchange forward contracts to manage a portion of our foreign currency exchange rate exposures. At September 30, 2021, we had outstanding foreign exchange forward contracts with notional amounts totaling approximately $131 for various currencies, none of which were designated as cash flow hedges.
We may use foreign exchange forward contracts to manage foreign currency exposure of certain balance sheet items. The change in fair value of these items is immediately recognized in earnings and substantially offsets the foreign currency translation impact recognized in earnings relating to the associated balance sheet items. During the three months ended September 30, 2021 and 2020, we recorded a gain of $2.8 and a loss $13.9, respectively, in other (expense) income, net in our Consolidated Statements of Operations related to these undesignated foreign exchange forward contracts. During the nine months ended September 30, 2021 and 2020, we recorded a gain of $1.5 and a loss $7.1, respectively, in other (expense) income, net in our Consolidated Statements of Operations related to these undesignated foreign exchange forward contracts.
15. DEBT
Natura Revolving Credit Facility
In May 2020, the Company’s subsidiary, Avon Luxembourg entered into a Revolving Credit Facility Agreement with Natura &Co International S.à r.l., a subsidiary of Natura &Co Holding and an affiliate of the Company, in the initial amount of $100, increased to $250 in March 2021), which may be used for working capital and other general corporate purposes (the "Facility"). Borrowings under the Facility bear interest at a rate per annum of LIBOR plus a margin determined on an arms length basis, and the Facility is to mature on May 31, 2022. On July 1, 2021, the Company sold Avon Luxembourg to a subsidiary of Natura &Co Holding and the Company no longer has access to this facility.
Other Loans from Affiliates of Natura &Co
In November 2020, Avon International Operations, Inc. ("AIO") entered into a Promissory Note with a subsidiary of Natura &Co Holding and an affiliate of the Company in the amount of $960. The Promissory Note bears interest at a rate per annum of 3.13% and matures on November 2, 2021 (“the Natura &Co Loan”). On July 1, 2021, as part of the sale of Avon Luxembourg to a subsidiary of Natura &Co Holding the $960 loan was partially repaid with the proceeds from a loan maturing in 2028. As at September 30, 2021, $206 was outstanding under the Natura &Co Loan and $767 was outstanding under the loan maturing in 2028 which is between Avon Beauty Limited, and Natura &Co Luxembourg Holdings S.à r.l. ("Natura &Co Lux Loan"). On 29 October 2021, the $206 Promissory Note between Avon International Operations Inc. and a subsidiary of Natura &Co Holding was amended to extend its maturity to November 2, 2022. In accordance with ASC 470 - Debt, the $206 Promissory Note has therefore been presented as non-current in the Consolidated Balance Sheet as of September 30, 2021.
In addition, loans from affiliates of Natura &Co Holding at September 30, 2021 of $149 includes a number of intercompany loans between Avon Luxembourg and Avon Products, Inc. affiliates that, following the sale of Avon Luxembourg to a subsidiary of Natura &Co Holding S.A. on July 1, 2021, were redesignated as loans from affiliates of Natura & Co Holding.
Other Short-Term Financing
In addition, at September 30, 2021, we utilized approximately $36 of short-term financing from third-party banks across multiple markets.
2019 Revolving Credit Facility
In February 2019, Avon International Capital, p.l.c. ("AIC"), a wholly owned foreign subsidiary of the Company, entered into a three year €200.0 senior secured revolving credit facility (the "2019 facility") and capitalized $11.0 of issuance costs, the related cash outflow is presented in other financing activities within the 10-K Consolidated Statement of Cash Flows. The 2019 facility was available for general corporate and working capital purposes.
As of December 31, 2019, there were no amounts outstanding under the 2019 facility and on January 3, 2020, the facility was automatically canceled upon change of control, and as a result $7.8 of unamortized issuance costs were written off, see Note 17, Mergers with Natura Cosméticos S.A.
Unsecured Notes
In March 2013, we issued a series of unsecured notes (the "2013 Notes"). As of September 30, 2021, the following 2013 Notes remain outstanding: $461.9 aggregate principal amount of 5% Notes due March 15, 2023 and $216.1 aggregate principal amount of 6.95% Notes due March 15, 2043. Interest on the 2013 Notes is payable semiannually on March 15 and September 15 of each year. The indenture governing the 2013 Notes contains interest rate adjustment provisions depending on the long-term credit ratings assigned to the 2013 Notes by S&P and Moody’s. As described in the indenture, the interest rates on the 2013 Notes increase or decrease by .25% for each one-notch movement below investment grade on each of the credit ratings assigned to the 2013 Notes by S&P or Moody's. These adjustments are limited to a total increase of 2% above the respective interest rates in effect on the date of issuance of the 2013 Notes.
In September 2020, we repurchased $27.8 of our 6.95% Notes due March 15, 2043. The aggregate repurchase price was equal to the principal amount of the notes, plus a premium of $3.8 and accrued interest of $1.2. In connection with the repurchase, we incurred a loss on extinguishment of debt of $4.1 before tax in the third quarter of 2020 consisting of the $3.8 premium paid for the repurchases, and $.3 for the write-off of debt issuance costs and discounts related to the initial issuance of the notes that were repurchased.
Senior Secured Notes
In August 2016, AIO issued $500.0 in aggregate principal amount of 7.875% Senior Secured Notes due August 15, 2022 (the "2016 Notes"). In July 2019, AIC issued $400.0 in aggregate principal amount of 6.5% Senior Secured Notes due August 15, 2022 (the "2019 Notes").
In November 2020, in connection with the Natura & Co Promissory Note, we redeemed the outstanding principal amount of our 2016 Notes due August 15, 2022 and the outstanding principal amount of our 2019 Notes due August 15, 2022. With respect to the 2016 Notes, the aggregate redemption amount paid was equal to the outstanding principal amount of $500, plus a premium of $9.8 and accrued interest of $8.4. With respect to the 2019 Notes, the aggregate redemption amount paid was equal to the outstanding principal amount of $400, plus a premium of $7.9 and accrued interest of $5.6.
In connection with the redemption, we incurred a loss on extinguishment of debt of $25.6 before tax in the fourth quarter of 2020 consisting of the $17.7 premiums, and the write-off of $7.9 of debt issuance costs related to the initial issuances of the notes that were redeemed.
For a more detailed description of the Company’s debt agreements, refer to Note 7, Debt and Other Financing of our Annual Report on Form 10-K for the year ended December 31, 2020.
16. INCOME TAXES
Our quarterly income tax provision is calculated using an estimated annual effective income tax approach. The quarterly effective tax rate can differ from our estimated annual effective tax rate as the Company cannot apply an effective tax rate approach for all of its operations. For those entities that can apply an effective tax rate approach, as of September 30, 2021, our annual effective tax rate, excluding discrete items, is 32.1%, as compared to 25.9% as of September 30, 2020.
The remaining entities, which are operations that generate pre-tax losses which cannot be tax benefited and/or have an effective tax rate which cannot be reliably estimated, have to account for their income taxes on a discrete year-to-date basis as of the end of each quarter and are excluded from the effective tax rate approach. The estimated annual effective tax rate for 2021 and 2020 also excludes the unfavorable impact of withholding taxes associated with certain intercompany payments, including royalties, service charges, interest and dividends, which in the aggregate are relatively consistent each year due to the need to repatriate
funds to cover U.S. and U.K. based costs, such as interest on debt and central expenses. Withholding taxes associated with the relatively consistent intercompany payments are accounted for discretely and accrued in the provision for income taxes as they become due.
The provision for income taxes for the three months ended September 30, 2021 and 2020 was $(10.4) and $11.8, respectively. Our effective tax rates for the three months ended September 30, 2021 and 2020 were 22.6% and (68.6)%, respectively. The provision for income taxes for the nine months ended September 30, 2021 and 2020 was $15.5 and $26.7, respectively. Our effective tax rates for the nine months ended September 30, 2021 and 2020 were (10.5)% and (10.4)%, respectively.
The effective tax rates for the three months ended September 30, 2021 and 2020 were impacted by CTI restructuring charges which could not all be benefited, country mix of earnings and withholding taxes. The effective tax rate in the third quarter of 2021 was favorably impacted by the accrual of net income tax benefits of $8.9 associated with the release of reserves for uncertain tax positions of $10.4, offset by the net recording of valuation allowances of $1.5 The effective tax rate in the third quarter of 2020 was favorably impacted by the accrual of net income tax benefits of $5.7 associated with the release of income tax reserves of $10.8 associated with our uncertain tax positions, and the recording of a valuation allowance of $4.3 and other miscellaneous income tax expense of $.8.
The effective tax rates for the nine months ended September 30, 2021 and 2020 were impacted by CTI restructuring charges which could not all be benefited, country mix of earnings and withholding taxes. The effective tax rate in the nine months ended September 30, 2021 was unfavorably impacted by the accrual of net tax expense of $.4 due to the net release of reserves for uncertain tax positions of $7.8, the net recording of valuation allowances of $7.5 and miscellaneous income tax expense of approximately $.7. The effective tax rate in the nine months ended September 30, 2020 was also favorably impacted by the accrual of net income tax benefits of $1.8 associated with the release of income tax reserves of $11.2 associated with our uncertain tax positions, net of recording a valuation allowance of $4.3 and other miscellaneous income tax expense of $5.1.
In prior years, we had previously recorded valuation allowances against certain deferred tax assets associated with the U.S. and various foreign jurisdictions. We intend to continue maintaining these valuation allowances on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to achieve. The Company continuously monitors its operational and capital structure changes, business performance, tax planning actions and tax planning strategies that could potentially allow for the recognition of deferred tax assets which are currently subject to a valuation allowance. There is the possibility that, in the foreseeable future, certain deferred tax assets could be recognized, which may be material, related to changes in business operations and associated financing of such operations.
Further, the Company continuously assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to utilize our existing deferred tax assets that are not subject to a valuation allowance. As of September 30, 2021, the COVID-19 pandemic is negative evidence the Company must consider. As of September 30, 2021, the negative evidence associated with COVID-19 has not required the recording of additional valuation allowances against deferred tax assets that are expected to be realized in future periods. The Company will continue to monitor the COVID-19 pandemic and other effects that could impact the conclusions regarding the realizability of its remaining deferred tax assets. Potential negative evidence, including such things as the worsening of the economies in the markets we operate in and reduced profitability of our markets could give rise to a need for a valuation allowance to reduce our deferred tax assets in upcoming quarters.
17. MERGER WITH NATURA COSMÉTICOS S.A.
On May 22, 2019, the Company entered into the Agreement and Plan of Mergers (as amended by Amendment Number One to Agreement and Plant of Mergers, dated as of October 3, 2019, and as further amended by Amendment Number Two to Agreement and Plan of Mergers, dated as of November 5, 2019, the "Merger Agreement") among the Company, Natura Cosméticos S.A., a Brazilian corporation (sociedade anônima) ("Natura Cosméticos"), Natura &Co Holding, a Brazilian corporation (sociedade anônima), Nectarine Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Natura &Co Holding ("Merger Sub I"), and Nectarine Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Merger Sub I ("Merger Sub II"), pursuant to which (i) Natura &Co Holding, after the completion of certain restructuring steps, holds all issued and outstanding shares of Natura Cosméticos, (ii) Merger Sub II merged with and into the Company, with the Company surviving the merger (the "First Merger") and (iii) Merger Sub I merged with and into Natura &Co Holding (the "Second Merger"), with Natura &Co Holding surviving the merger and as a result of which the Company and Natura Cosméticos became wholly owned direct subsidiaries of Natura &Co Holding (collectively, the "Transaction").
The Transaction was consummated on January 3, 2020, and at this time, the Company became a wholly owned direct subsidiary of Natura &Co Holding. In connection with the Transaction, trading of the Company’s stock was suspended by the NYSE, and the Company’s common stock was subsequently delisted and deregistered.
On completion of the Transaction, each share of the Company’s common stock issued and outstanding immediately prior to the consummation of the Transaction was converted into the ultimate right to receive, (i) 0.300 validly issued and allotted, fully paid-up American Depositary Shares of Natura &Co Holding, ("Natura &Co Holding ADSs") against the deposit of two shares of common stock of Natura &Co Holding ("Natura &Co Holding Shares", subject to adjustment in accordance with the terms of the Merger Agreement, and any cash in lieu of fractional Natura &Co Holding ADSs or (ii) 0.600 validly issued and allotted, fully paid-up Natura &Co Holding Shares, subject to adjustment in accordance with the terms of the Merger Agreement, and any cash in lieu of fractional Natura &Co Holding Shares. The Company’s Series C Preferred Stock held by Cerberus Investor were converted to common stock prior to consummation of the Transaction and were therefore automatically converted into common stock of Natura &Co. In January 2020, Natura &Co Holding paid the accrued dividend of $91.5 to Cerberus.
Natura &Co Holding Shares are listed on the B3 S.A. - Brasil, Bolsa, Balcão stock exchange, and Natura &Co Holding ADSs are listed on the NYSE. Additionally, upon the consummation of the Transaction, Avon common stock ceased to be traded on the NYSE.
In January 2020, subsequent to the Transaction, the Company restated the certificate of incorporation. The certificate of incorporation was restated to effect a change in capitalization of the Company by changing the number of authorized shares of common stock from 1,525,000,000 shares (of which (i) 1,500,000,000 shares, par value $0.25 per share, are common stock and (ii) 25,000,000 shares, par value $1.00 per share, are preferred stock) to 1,000 shares of common stock, par value $0.01 per share. As a result, all of the issued and outstanding common stock of the Company, being 550,890,788 were canceled and converted into 101.34 common stock, par value $0.01 per share, and all outstanding treasury shares were canceled.
The Company incurred costs of $46 in relation to the Transaction, primarily professional fees during the year ended December 31, 2020.
During January 2020, it was announced that the employment of certain senior officers of the Company would be terminated, in connection with the Transaction. The Company incurred severance of approximately $25 and acceleration of share based compensation of approximately $10 relating to these terminations triggered by change in control provisions.
As a result of the Transaction, the Company made payments of approximately $26 related to the settlement of stock options. In addition, any remaining restricted stock units and performance restricted stock units were exchanged for awards of Natura &Co Holding. The replacement awards contain substantially the same terms and conditions of the original awards except for the removal of the performance conditions. As such, the replacement awards contain only a service vesting condition.
On consummation of the Transaction, a deferred compensation scheme relating to former employees of the Company became payable which resulted in extinguishing the liability and a cash outflow of approximately $12.
In January 2020, upon completion of the Transaction, the Company’s revolving credit facility was canceled, triggered by change in control provisions. As a result, debt issuance costs of $7.8 were written off.
As a result of the Transaction, the Company will no longer have access to certain tax attributes of approximately $546 to approximately $616 in certain taxing jurisdictions. These tax attributes had been formerly reflected as deferred tax assets which were subject to a full valuation allowance and as a result, there was no impact to net income in 2020 from the write-off of the deferred tax asset and the associated valuation allowances.
18. SUBSEQUENT EVENTS
On October 29, 2021, the $206 Promissory Note between Avon International Operations Inc. and a subsidiary of Natura &Co Holding S.A. was amended to extend its maturity to November 2, 2022. In accordance with ASC 470 - Debt, the $206 Promissory Note has therefore been presented as non-current in the Consolidated Balance Sheet as of September 30, 2021.
