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|
ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019
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|
OR
|
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM TO
|
|
COMMISSION FILE NUMBER 001-35964
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Delaware
|
|
13-3823358
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(State or other jurisdiction of incorporation or organization)
|
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(I.R.S. Employer Identification No.)
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350 Fifth Avenue, New York, NY
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10118
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Class A Common Stock, $0.01 par value
|
COTY
|
New York Stock Exchange
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|
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Page
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||
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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
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenues
|
$
|
1,990.6
|
|
|
$
|
2,222.7
|
|
|
$
|
6,533.1
|
|
|
$
|
7,098.6
|
|
Cost of sales
|
741.2
|
|
|
812.3
|
|
|
2,507.0
|
|
|
2,711.4
|
|
||||
Gross profit
|
1,249.4
|
|
|
1,410.4
|
|
|
4,026.1
|
|
|
4,387.2
|
|
||||
Selling, general and administrative expenses
|
1,070.5
|
|
|
1,251.6
|
|
|
3,476.8
|
|
|
3,761.9
|
|
||||
Amortization expense
|
86.7
|
|
|
92.8
|
|
|
267.7
|
|
|
260.6
|
|
||||
Restructuring costs
|
6.7
|
|
|
42.7
|
|
|
43.7
|
|
|
75.6
|
|
||||
Acquisition-related costs
|
—
|
|
|
2.6
|
|
|
—
|
|
|
63.7
|
|
||||
Asset impairment charges
|
—
|
|
|
—
|
|
|
977.7
|
|
|
—
|
|
||||
Operating income (loss)
|
85.5
|
|
|
20.7
|
|
|
(739.8
|
)
|
|
225.4
|
|
||||
Interest expense, net
|
72.0
|
|
|
72.6
|
|
|
204.4
|
|
|
199.3
|
|
||||
Other expense, net
|
17.5
|
|
|
3.8
|
|
|
25.0
|
|
|
12.5
|
|
||||
(Loss) income before income taxes
|
(4.0
|
)
|
|
(55.7
|
)
|
|
(969.2
|
)
|
|
13.6
|
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
4.4
|
|
|
0.9
|
|
|
(28.8
|
)
|
||||
Net (loss) income
|
(4.0
|
)
|
|
(60.1
|
)
|
|
(970.1
|
)
|
|
42.4
|
|
||||
Net income (loss) attributable to noncontrolling interests
|
2.3
|
|
|
1.1
|
|
|
4.1
|
|
|
(3.0
|
)
|
||||
Net income attributable to redeemable noncontrolling interests
|
5.8
|
|
|
15.8
|
|
|
10.6
|
|
|
32.9
|
|
||||
Net (loss) income attributable to Coty Inc.
|
$
|
(12.1
|
)
|
|
$
|
(77.0
|
)
|
|
$
|
(984.8
|
)
|
|
$
|
12.5
|
|
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
0.02
|
|
Diluted
|
(0.02
|
)
|
|
(0.10
|
)
|
|
(1.31
|
)
|
|
0.02
|
|
||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
751.4
|
|
|
750.1
|
|
|
751.1
|
|
|
749.4
|
|
||||
Diluted
|
751.4
|
|
|
750.1
|
|
|
751.1
|
|
|
753.1
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net (loss) income
|
$
|
(4.0
|
)
|
|
$
|
(60.1
|
)
|
|
$
|
(970.1
|
)
|
|
$
|
42.4
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
(18.6
|
)
|
|
247.4
|
|
|
(127.5
|
)
|
|
518.5
|
|
||||
Net unrealized derivative (loss) gain on cash flow hedges, net of taxes of $3.4 and $1.5, and $8.9 and $(2.5) during the three and nine months ended, respectively
|
(11.0
|
)
|
|
6.9
|
|
|
(28.7
|
)
|
|
14.2
|
|
||||
Pension and other post-employment benefits adjustment, net of tax of $2.0 and $(0.7), and $0.6 and $(0.7) during the three and nine months ended, respectively
|
(5.6
|
)
|
|
(2.3
|
)
|
|
(4.0
|
)
|
|
(0.7
|
)
|
||||
Total other comprehensive (loss) income, net of tax
|
(35.2
|
)
|
|
252.0
|
|
|
(160.2
|
)
|
|
532.0
|
|
||||
Comprehensive (loss) income
|
(39.2
|
)
|
|
191.9
|
|
|
(1,130.3
|
)
|
|
574.4
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
2.3
|
|
|
1.1
|
|
|
4.1
|
|
|
(3.0
|
)
|
||||
Foreign currency translation adjustment
|
(0.1
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|
0.3
|
|
||||
Total comprehensive income (loss) attributable to noncontrolling interests
|
2.2
|
|
|
0.9
|
|
|
4.2
|
|
|
(2.7
|
)
|
||||
Comprehensive income attributable to redeemable noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Net income
|
5.8
|
|
|
15.8
|
|
|
10.6
|
|
|
32.9
|
|
||||
Comprehensive (loss) income attributable to Coty Inc.
|
$
|
(47.2
|
)
|
|
$
|
175.2
|
|
|
$
|
(1,145.1
|
)
|
|
$
|
544.2
|
|
|
March 31,
2019 |
|
June 30,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
384.1
|
|
|
$
|
331.6
|
|
Restricted cash
|
36.1
|
|
|
30.6
|
|
||
Trade receivables—less allowances of $64.3 and $81.8, respectively
|
1,211.6
|
|
|
1,536.0
|
|
||
Inventories
|
1,183.5
|
|
|
1,148.9
|
|
||
Prepaid expenses and other current assets
|
587.2
|
|
|
603.9
|
|
||
Total current assets
|
3,402.5
|
|
|
3,651.0
|
|
||
Property and equipment, net
|
1,609.2
|
|
|
1,680.8
|
|
||
Goodwill
|
7,618.8
|
|
|
8,607.1
|
|
||
Other intangible assets, net
|
7,791.3
|
|
|
8,284.4
|
|
||
Deferred income taxes
|
183.3
|
|
|
107.4
|
|
||
Other noncurrent assets
|
151.5
|
|
|
299.5
|
|
||
TOTAL ASSETS
|
$
|
20,756.6
|
|
|
$
|
22,630.2
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
1,844.0
|
|
|
$
|
1,928.6
|
|
Accrued expenses and other current liabilities
|
1,488.0
|
|
|
1,844.4
|
|
||
Short-term debt and current portion of long-term debt
|
196.7
|
|
|
218.9
|
|
||
Income and other taxes payable
|
50.1
|
|
|
52.1
|
|
||
Total current liabilities
|
3,578.8
|
|
|
4,044.0
|
|
||
Long-term debt, net
|
7,490.9
|
|
|
7,305.4
|
|
||
Pension and other post-employment benefits
|
518.2
|
|
|
533.3
|
|
||
Deferred income taxes
|
836.0
|
|
|
842.5
|
|
||
Other noncurrent liabilities
|
378.0
|
|
|
388.5
|
|
||
Total liabilities
|
12,801.9
|
|
|
13,113.7
|
|
||
COMMITMENTS AND CONTINGENCIES (See Note 18)
|
|
|
|
|
|
||
REDEEMABLE NONCONTROLLING INTERESTS
|
452.2
|
|
|
661.3
|
|
||
EQUITY:
|
|
|
|
|
|
||
Preferred Stock, $0.01 par value; 20.0 shares authorized, 10.2 and 5.0 issued and 8.4 and 5.0 outstanding, respectively, at March 31, 2019 and June 30, 2018
|
0.1
|
|
|
—
|
|
||
Class A Common Stock, $0.01 par value; 1,000.0 shares authorized, 816.4 and 815.8 issued and 751.4 and 750.7 outstanding, respectively, at March 31, 2019 and June 30, 2018
|
8.1
|
|
|
8.1
|
|
||
Additional paid-in capital
|
10,674.6
|
|
|
10,750.8
|
|
||
Accumulated deficit
|
(1,741.8
|
)
|
|
(626.2
|
)
|
||
Accumulated other comprehensive income
|
(1.5
|
)
|
|
158.8
|
|
||
Treasury stock—at cost, shares: 65.0 at March 31, 2019 and June 30, 2018
|
(1,441.8
|
)
|
|
(1,441.8
|
)
|
||
Total Coty Inc. stockholders’ equity
|
7,497.7
|
|
|
8,849.7
|
|
||
Noncontrolling interests
|
4.8
|
|
|
5.5
|
|
||
Total equity
|
7,502.5
|
|
|
8,855.2
|
|
||
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
$
|
20,756.6
|
|
|
$
|
22,630.2
|
|
|
Preferred Stock
|
|
Class A
Common Stock |
|
Additional
Paid-in Capital |
|
(Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’ Equity |
|
Noncontrolling Interests
|
|
Total Equity
|
|
Redeemable
Noncontrolling Interests |
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||||||||
BALANCE as previousl
y reported—July 1, 2018
|
5.0
|
|
|
$
|
—
|
|
|
815.8
|
|
|
$
|
8.1
|
|
|
$
|
10,750.8
|
|
|
$
|
(626.2
|
)
|
|
$
|
158.8
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
8,849.7
|
|
|
$
|
5.5
|
|
|
$
|
8,855.2
|
|
|
$
|
661.3
|
|
Adjustment due to the adoption of ASU No. 2016-16 (See Note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112.6
|
)
|
|
|
|
|
|
|
|
|
|
|
(112.6
|
)
|
|
|
|
|
(112.6
|
)
|
|
|
|
||||||||||
Adjustment due to the adoption of ASC 606 (See Note 3)
|
|
|
|
|
|
|
|
|
|
|
(18.2
|
)
|
|
|
|
|
|
|
|
(18.2
|
)
|
|
|
|
(18.2
|
)
|
|
|
||||||||||||||||||||
BALANCE as adjusted—July 1, 2018
|
5.0
|
|
|
$
|
—
|
|
|
815.8
|
|
|
$
|
8.1
|
|
|
$
|
10,750.8
|
|
|
$
|
(757.0
|
)
|
|
$
|
158.8
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
8,718.9
|
|
|
$
|
5.5
|
|
|
$
|
8,724.4
|
|
|
$
|
661.3
|
|
Exercise of employee stock options and restricted stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
0.7
|
|
|
|
||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
6.4
|
|
|
|
|
|
|
|
|
|
|
6.4
|
|
|
|
|
6.4
|
|
|
|
||||||||||||||||||||
Dividends ($0.125 per common share)
|
|
|
|
|
|
|
|
|
(94.0
|
)
|
|
|
|
|
|
|
|
|
|
(94.0
|
)
|
|
|
|
(94.0
|
)
|
|
|
||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(12.1
|
)
|
|
|
|
|
|
|
|
(12.1
|
)
|
|
1.2
|
|
|
(10.9
|
)
|
|
0.8
|
|
||||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(48.0
|
)
|
|
|
|
|
|
(48.0
|
)
|
|
0.2
|
|
|
(47.8
|
)
|
|
|
|
||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
|
(4.3
|
)
|
|||||||||||||||||||
Additional redeemable noncontrolling interests due to employee grants (See Note 17)
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
(1.6
|
)
|
|
1.6
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
37.2
|
|
|
|
|
|
|
|
|
|
|
37.2
|
|
|
|
|
37.2
|
|
|
(37.2
|
)
|
|||||||||||||||||||
BALANCE—September 30, 2018
|
5.0
|
|
|
$
|
—
|
|
|
815.8
|
|
|
$
|
8.1
|
|
|
$
|
10,699.5
|
|
|
$
|
(769.1
|
)
|
|
$
|
110.8
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
8,607.5
|
|
|
$
|
5.6
|
|
|
$
|
8,613.1
|
|
|
$
|
622.2
|
|
Cancellation of Preferred Stock
|
(3.1
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||||||||
Exercise of employee stock options and restricted stock units
|
|
|
|
|
|
|
0.4
|
|
|
—
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|
|
|
|
0.2
|
|
|
|
|
||||||||||
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.3
|
)
|
|
|
|
|
(1.3
|
)
|
|
|
|
||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.4
|
|
|
|
|
||||||||||
Dividends ($0.125 per Common Share)
|
|
|
|
|
|
|
|
|
(94.6
|
)
|
|
|
|
|
|
|
|
|
|
(94.6
|
)
|
|
|
|
(94.6
|
)
|
|
|
||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
(960.6
|
)
|
|
|
|
|
|
|
|
(960.6
|
)
|
|
0.6
|
|
|
(960.0
|
)
|
|
4.0
|
|
||||||||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(77.2
|
)
|
|
|
|
|
|
(77.2
|
)
|
|
|
|
(77.2
|
)
|
|
|
||||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(11.9
|
)
|
||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
126.7
|
|
|
|
|
|
|
|
|
|
|
126.7
|
|
|
|
|
126.7
|
|
|
(126.7
|
)
|
|||||||||||||||||||
BALANCE—December 31, 2018
|
1.9
|
|
|
$
|
—
|
|
|
816.2
|
|
|
$
|
8.1
|
|
|
$
|
10,734.9
|
|
|
$
|
(1,729.7
|
)
|
|
$
|
33.6
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
7,605.1
|
|
|
$
|
6.2
|
|
|
$
|
7,611.3
|
|
|
$
|
487.6
|
|
Issuance of Preferred Stock
|
6.9
|
|
|
0.1
|
|
|
|
|
|
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
|
|
|
0.7
|
|
|
|
|
||||||||||
Cancellation of Preferred Stock
|
(0.4
|
)
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||||||||
Exercise of employee stock options and restricted stock units
|
|
|
|
|
|
|
0.2
|
|
|
—
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
|
|
|
0.5
|
|
|
|
|
||||||||||
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
(0.1
|
)
|
|
|
|
||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
(0.5
|
)
|
|
|
|
||||||||||
Dividends ($0.125 per Common Share)
|
|
|
|
|
|
|
|
|
|
|
|
|
(94.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(94.7
|
)
|
|
|
|
|
(94.7
|
)
|
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.1
|
)
|
|
|
|
|
|
|
|
|
|
|
(12.1
|
)
|
|
2.3
|
|
|
(9.8
|
)
|
|
5.8
|
|
||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35.1
|
)
|
|
|
|
|
|
|
|
(35.1
|
)
|
|
(0.1
|
)
|
|
(35.2
|
)
|
|
|
|
||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(3.6
|
)
|
|
(3.6
|
)
|
|
(8.3
|
)
|
||||||||||
Additional redeemable noncontrolling interests due to employee grants and other adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
0.9
|
|
|
0.1
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to the higher of its redemption value or carrying value
|
|
|
|
|
|
|
|
|
|
|
|
|
33.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33.0
|
|
|
|
|
|
33.0
|
|
|
(33.0
|
)
|
||||||||||
BALANCE—March 31, 2019
|
8.4
|
|
|
$
|
0.1
|
|
|
816.4
|
|
|
$
|
8.1
|
|
|
$
|
10,674.6
|
|
|
$
|
(1,741.8
|
)
|
|
$
|
(1.5
|
)
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
7,497.7
|
|
|
$
|
4.8
|
|
|
$
|
7,502.5
|
|
|
$
|
452.2
|
|
|
Preferred Stock
|
|
Class A
Common Stock
|
|
Additional
Paid-in Capital
|
|
(Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income
|
|
Treasury Stock
|
|
Total Coty Inc.
Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total Equity
|
|
Redeemable
Noncontrolling Interests
|
|||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||||||||
BALANCE as previousl
y reported—July 1, 2017
|
4.2
|
|
|
$
|
—
|
|
|
812.9
|
|
|
$
|
8.1
|
|
|
$
|
11,203.2
|
|
|
$
|
(459.2
|
)
|
|
$
|
4.4
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,314.7
|
|
|
$
|
3.0
|
|
|
$
|
9,317.7
|
|
|
$
|
551.1
|
|
Adjustment due to the adoption of ASU No. 2016-09
|
|
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
8.3
|
|
|
|
|
8.3
|
|
|
|
||||||||||||||||||||
BALANCE as adjusted—July 1, 2017
|
4.2
|
|
|
$
|
—
|
|
|
812.9
|
|
|
$
|
8.1
|
|
|
$
|
11,203.2
|
|
|
$
|
(450.9
|
)
|
|
$
|
4.4
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,323.0
|
|
|
$
|
3.0
|
|
|
$
|
9,326.0
|
|
|
$
|
551.1
|
|
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
1.5
|
|
|
—
|
|
|
11.2
|
|
|
|
|
|
|
|
|
|
|
11.2
|
|
|
|
|
11.2
|
|
|
|
||||||||||||||||||
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
(3.1
|
)
|
|
|
||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
8.1
|
|
|
|
|
|
|
|
|
|
|
8.1
|
|
|
|
|
8.1
|
|
|
|
||||||||||||||||||||
Dividends ($0.125 per common share)
|
|
|
|
|
|
|
|
|
(94.3
|
)
|
|
|
|
|
|
|
|
|
|
(94.3
|
)
|
|
|
|
(94.3
|
)
|
|
|
||||||||||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
|
|
(19.7
|
)
|
|
|
|
|
|
|
|
(19.7
|
)
|
|
(2.2
|
)
|
|
(21.9
|
)
|
|
5.8
|
|
||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
239.1
|
|
|
|
|
|
|
239.1
|
|
|
0.6
|
|
|
239.7
|
|
|
|
|||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(6.4
|
)
|
||||||||||||||||||||
Dilution of redeemable noncontrolling interest due to additional contribution
|
|
|
|
|
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
17.0
|
|
|
|
|
17.0
|
|
|
(17.0
|
)
|
|||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
(29.0
|
)
|
|
|
|
|
|
|
|
|
|
(29.0
|
)
|
|
|
|
(29.0
|
)
|
|
29.0
|
|
|||||||||||||||||||
BALANCE—September 30, 2017
|
4.2
|
|
|
$
|
—
|
|
|
814.4
|
|
|
$
|
8.1
|
|
|
$
|
11,113.1
|
|
|
$
|
(470.6
|
)
|
|
$
|
243.5
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,452.3
|
|
|
$
|
1.4
|
|
|
$
|
9,453.7
|
|
|
$
|
562.5
|
|
Issuance of Preferred Stock
|
1.0
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||||||||||||
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
0.4
|
|
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
2.5
|
|
|
|
|
2.5
|
|
|
|
|||||||||||||||||||
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|
|
||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
9.0
|
|
|
|
|
|
|
|
|
|
|
9.0
|
|
|
|
|
9.0
|
|
|
|
||||||||||||||||||||
Dividends ($0.125 per common share)
|
|
|
|
|
|
|
|
|
(94.4
|
)
|
|
|
|
|
|
|
|
|
|
(94.4
|
)
|
|
|
|
(94.4
|
)
|
|
|
||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
109.2
|
|
|
|
|
|
|
|
|
109.2
|
|
|
(1.9
|
)
|
|
107.3
|
|
|
11.3
|
|
||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
40.4
|
|
|
|
|
|
|
40.4
|
|
|
(0.1
|
)
|
|
40.3
|
|
|
|
|||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(25.3
|
)
|
||||||||||||||||||||
Additional redeemable noncontrolling interests due to employee grants (See Note 17)
|
|
|
|
|
|
|
|
|
(8.3
|
)
|
|
|
|
|
|
|
|
|
|
(8.3
|
)
|
|
|
|
(8.3
|
)
|
|
8.3
|
|
|||||||||||||||||||
Proceeds from redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
0.2
|
|
||||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
(81.3
|
)
|
|
|
|
|
|
|
|
|
|
(81.3
|
)
|
|
|
|
(81.3
|
)
|
|
81.3
|
|
|||||||||||||||||||
BALANCE—December 31, 2017
|
5.2
|
|
|
$
|
—
|
|
|
814.8
|
|
|
$
|
8.1
|
|
|
$
|
10,940.3
|
|
|
$
|
(361.4
|
)
|
|
$
|
283.9
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,429.1
|
|
|
$
|
(0.6
|
)
|
|
$
|
9,428.5
|
|
|
$
|
638.3
|
|
Cancellation of Preferred Stock
|
(0.2
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||||||||||||||
Exercise of employee stock options and restricted stock units and related tax benefits
|
|
|
|
|
0.7
|
|
|
—
|
|
|
6.3
|
|
|
|
|
|
|
|
|
|
|
6.3
|
|
|
|
|
6.3
|
|
|
|
Shares withheld for employee taxes
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|
|
|
(0.1
|
)
|
|
|
||||||||||||||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
|
8.7
|
|
|
|
|
|
|
|
|
|
|
8.7
|
|
|
|
|
8.7
|
|
|
|
||||||||||||||||||||
Dividends ($0.125 per common share)
|
|
|
|
|
|
|
|
|
(94.6
|
)
|
|
|
|
|
|
|
|
|
|
(94.6
|
)
|
|
|
|
(94.6
|
)
|
|
|
||||||||||||||||||||
Net (loss) income
|
|
|
|
|
|
|
|
|
|
|
(77.0
|
)
|
|
|
|
|
|
|
|
(77.0
|
)
|
|
1.1
|
|
|
(75.9
|
)
|
|
15.8
|
|
||||||||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
252.2
|
|
|
|
|
|
|
252.2
|
|
|
(0.2
|
)
|
|
252.0
|
|
|
|
|||||||||||||||||||
Distribution to noncontrolling interests, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
(14.0
|
)
|
||||||||||||||||||||
Additional redeemable noncontrolling interests due to employee grants (See Note 17)
|
|
|
|
|
|
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
|
|
|
0.9
|
|
|
(0.9
|
)
|
|||||||||||||||||||
Adjustment of redeemable noncontrolling interests to redemption value
|
|
|
|
|
|
|
|
|
(26.2
|
)
|
|
|
|
|
|
|
|
|
|
(26.2
|
)
|
|
|
|
(26.2
|
)
|
|
26.2
|
|
|||||||||||||||||||
BALANCE—March 31, 2018
|
5.0
|
|
|
$
|
—
|
|
|
815.5
|
|
|
$
|
8.1
|
|
|
$
|
10,835.3
|
|
|
$
|
(438.4
|
)
|
|
$
|
536.1
|
|
|
65.0
|
|
|
$
|
(1,441.8
|
)
|
|
$
|
9,499.3
|
|
|
$
|
0.3
|
|
|
$
|
9,499.6
|
|
|
$
|
665.4
|
|
|
Nine Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net (loss) income
|
$
|
(970.1
|
)
|
|
$
|
42.4
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
550.3
|
|
|
543.5
|
|
||
Deferred income taxes
|
(57.5
|
)
|
|
(157.7
|
)
|
||
Provision for bad debts
|
7.8
|
|
|
15.4
|
|
||
Provision for pension and other post-employment benefits
|
27.3
|
|
|
33.3
|
|
||
Share-based compensation
|
7.8
|
|
|
26.1
|
|
||
Asset impairment charges
|
977.7
|
|
|
—
|
|
||
Non-cash restructuring charges
|
27.8
|
|
|
0.9
|
|
||
Other
|
28.6
|
|
|
15.3
|
|
||
Change in operating assets and liabilities, net of effects from purchase of acquired companies:
|
|
|
|
|
|
||
Trade receivables
|
290.1
|
|
|
(33.5
|
)
|
||
Inventories
|
(59.4
|
)
|
|
(101.3
|
)
|
||
Prepaid expenses and other current assets
|
(7.5
|
)
|
|
(76.2
|
)
|
||
Accounts payable
|
(5.3
|
)
|
|
(80.2
|
)
|
||
Accrued expenses and other current liabilities
|
(344.1
|
)
|
|
(27.4
|
)
|
||
Income and other taxes payable
|
(3.8
|
)
|
|
64.6
|
|
||
Other noncurrent assets
|
19.4
|
|
|
(7.2
|
)
|
||
Other noncurrent liabilities
|
(37.7
|
)
|
|
(69.1
|
)
|
||
Net cash provided by operating activities
|
451.4
|
|
|
188.9
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Capital expenditures
|
(330.9
|
)
|
|
(318.7
|
)
|
||
Payment for business combinations and asset acquisitions, net of cash acquired
|
(40.8
|
)
|
|
(265.5
|
)
|
||
Proceeds from sale of asset
|
0.7
|
|
|
3.5
|
|
||
Net cash used in investing activities
|
(371.0
|
)
|
|
(580.7
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Net (repayments of) proceeds from short-term debt, original maturity less than three months
|
(17.1
|
)
|
|
5.1
|
|
||
Proceeds from revolving loan facilities
|
1,587.4
|
|
|
2,298.1
|
|
||
Repayments of revolving loan facilities
|
(1,106.8
|
)
|
|
(1,535.8
|
)
|
||
Repayments of term loans and other long-term debt
|
(142.5
|
)
|
|
(150.6
|
)
|
||
Dividend payment
|
(282.8
|
)
|
|
(281.9
|
)
|
||
Net proceeds from issuance of Class A Common Stock and Series A Preferred Stock
|
2.0
|
|
|
20.0
|
|
||
Net payments of foreign currency contracts
|
(6.5
|
)
|
|
(2.7
|
)
|
||
Proceeds from noncontrolling interests
|
—
|
|
|
0.2
|
|
||
Distributions to noncontrolling interests, redeemable noncontrolling interests and mandatorily redeemable financial instruments
|
(34.3
|
)
|
|
(54.0
|
)
|
||
Payment of debt issuance costs
|
(10.7
|
)
|
|
(4.0
|
)
|
||
All other
|
(5.4
|
)
|
|
(3.5
|
)
|
||
Net cash (used in) provided by financing
activities
|
(16.7
|
)
|
|
290.9
|
|
||
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
(5.7
|
)
|
|
16.7
|
|
||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
58.0
|
|
|
(84.2
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of period
|
362.2
|
|
|
570.7
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of period
|
$
|
420.2
|
|
|
$
|
486.5
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
|
|
|
|
|
||
Cash paid during the period for interest
|
$
|
195.8
|
|
|
$
|
194.2
|
|
Cash received during the period for settlement of interest rate swaps (See Note 13)
|
43.2
|
|
|
—
|
|
||
Cash paid during the period for income taxes, net of refunds received
|
88.4
|
|
|
83.9
|
|
||
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Accrued capital expenditure additions
|
$
|
97.3
|
|
|
$
|
104.3
|
|
Non-cash contingent consideration for business combination (see Note 5)
|
—
|
|
|
5.0
|
|
|
Three Months Ended
March 31, 2018 |
|
Nine Months Ended
March 31, 2018 |
||||||||||||||||||||
|
As Previously Reported
|
|
Effect of Adoption of ASU No. 2017-07
|
|
As Adjusted
|
|
As Previously Reported
|
|
Effect of Adoption of ASU No. 2017-07
|
|
As Adjusted
|
||||||||||||
Cost of sales
|
$
|
812.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
812.3
|
|
|
$
|
2,711.7
|
|
|
$
|
(0.3
|
)
|
|
$
|
2,711.4
|
|
Selling, general and administrative expenses
|
1,252.3
|
|
|
(0.7
|
)
|
|
1,251.6
|
|
|
3,764.0
|
|
|
(2.1
|
)
|
|
3,761.9
|
|
||||||
Operating income
|
19.9
|
|
|
0.8
|
|
|
20.7
|
|
|
223.0
|
|
|
2.4
|
|
|
225.4
|
|
||||||
Other expense, net
|
3.0
|
|
|
0.8
|
|
|
3.8
|
|
|
10.1
|
|
|
2.4
|
|
|
12.5
|
|
||||||
Net income
|
(60.1
|
)
|
|
—
|
|
|
(60.1
|
)
|
|
42.4
|
|
|
—
|
|
|
42.4
|
|
|
As reported (New Revenue Standard)
|
|
Current period adjustments
|
|
As adjusted (previous revenue standard)
|
||||||
Net revenues
|
$
|
1,990.6
|
|
|
$
|
25.6
|
|
|
$
|
2,016.2
|
|
Selling, general and administrative expenses
|
1,070.5
|
|
|
1.0
|
|
|
1,071.5
|
|
|||
Net (loss) income
|
(4.0
|
)
|
|
18.4
|
|
|
14.4
|
|
|||
Net (loss) income attributable to Coty Inc.
|
(12.1
|
)
|
|
18.6
|
|
|
6.5
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
Diluted
|
(0.02
|
)
|
|
0.03
|
|
|
0.01
|
|
|
As reported (New Revenue Standard)
|
|
Current period adjustments
|
|
As adjusted (previous revenue standard)
|
||||||
Net revenues
|
$
|
6,533.1
|
|
|
$
|
8.9
|
|
|
$
|
6,542.0
|
|
Selling, general and administrative expenses
|
3,476.8
|
|
|
2.3
|
|
|
3,479.1
|
|
|||
Net (loss) income
|
(970.1
|
)
|
|
5.0
|
|
|
(965.1
|
)
|
|||
Net (loss) income attributable to Coty Inc.
|
(984.8
|
)
|
|
5.0
|
|
|
(979.8
|
)
|
|||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.31
|
)
|
|
$
|
0.01
|
|
|
$
|
(1.30
|
)
|
Diluted
|
(1.31
|
)
|
|
0.01
|
|
|
(1.30
|
)
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
SEGMENT DATA
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
729.2
|
|
|
$
|
752.5
|
|
|
$
|
2,539.6
|
|
|
$
|
2,468.1
|
|
Consumer Beauty
|
840.3
|
|
|
1,021.7
|
|
|
2,636.9
|
|
|
3,203.7
|
|
||||
Professional Beauty
|
421.1
|
|
|
448.5
|
|
|
1,356.6
|
|
|
1,426.8
|
|
||||
Total
|
$
|
1,990.6
|
|
|
$
|
2,222.7
|
|
|
$
|
6,533.1
|
|
|
$
|
7,098.6
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Luxury
|
$
|
87.7
|
|
|
$
|
59.4
|
|
|
$
|
250.0
|
|
|
$
|
201.2
|
|
Consumer Beauty
|
24.1
|
|
|
64.2
|
|
|
(901.4
|
)
|
|
225.4
|
|
||||
Professional Beauty
|
30.7
|
|
|
11.4
|
|
|
109.5
|
|
|
83.2
|
|
||||
Corporate
|
(57.0
|
)
|
|
(114.3
|
)
|
|
(197.9
|
)
|
|
(284.4
|
)
|
||||
Total
|
$
|
85.5
|
|
|
$
|
20.7
|
|
|
$
|
(739.8
|
)
|
|
$
|
225.4
|
|
Reconciliation:
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
85.5
|
|
|
$
|
20.7
|
|
|
$
|
(739.8
|
)
|
|
$
|
225.4
|
|
Interest expense, net
|
72.0
|
|
|
72.6
|
|
|
204.4
|
|
|
199.3
|
|
||||
Other expense, net
|
17.5
|
|
|
3.8
|
|
|
25.0
|
|
|
12.5
|
|
||||
(Loss) income before income taxes
|
$
|
(4.0
|
)
|
|
$
|
(55.7
|
)
|
|
$
|
(969.2
|
)
|
|
$
|
13.6
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||
PRODUCT CATEGORY
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Fragrance
|
36.6
|
%
|
|
36.2
|
%
|
|
40.6
|
%
|
|
38.3
|
%
|
Color Cosmetics
|
27.7
|
|
|
26.1
|
|
|
25.6
|
|
|
26.2
|
|
Hair Care
|
25.7
|
|
|
25.4
|
|
|
24.7
|
|
|
24.6
|
|
Skin & Body Care
|
10.0
|
|
|
12.3
|
|
|
9.1
|
|
|
10.9
|
|
Total Coty Inc.
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Estimated
fair value as previously reported (a) |
|
Measurement period adjustments
(b)
|
|
Final fair value as adjusted
|
|
Estimated
useful life (in years) |
||||||
Inventories
|
$
|
47.9
|
|
|
$
|
—
|
|
|
$
|
47.9
|
|
|
|
Property, plant and equipment
|
5.8
|
|
|
—
|
|
|
5.8
|
|
|
1 - 3
|
|||
License and distribution rights
|
177.8
|
|
|
6.7
|
|
|
184.5
|
|
|
3 - 15
|
|||
Goodwill
|
34.9
|
|
|
(9.4
|
)
|
|
25.5
|
|
|
Indefinite
|
|||
Net other liabilities
|
(10.1
|
)
|
|
2.7
|
|
|
(7.4
|
)
|
|
|
|||
Total purchase price
|
$
|
256.3
|
|
|
$
|
—
|
|
|
$
|
256.3
|
|
|
|
|
|
(a)
|
As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018.
|
(b)
|
The Company recorded measurement period adjustments in the first quarter of fiscal 2019. The measurement period adjustments related to an increase in the value of the License and distribution rights due to changes in assumptions that were used at the date of acquisition for valuation purposes. The measurement period adjustment related to the decrease in net other liabilities acquired was a result of obtaining new facts and circumstances about acquired accrued expenses that existed as of the acquisition date. All measurement period adjustments were offset against Goodwill.
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Global Integration Activities
|
$
|
2.6
|
|
|
$
|
33.3
|
|
|
$
|
31.3
|
|
|
$
|
58.2
|
|
2018 Restructuring Actions
|
4.5
|
|
|
8.6
|
|
|
13.3
|
|
|
20.5
|
|
||||
Other Restructuring
|
(0.4
|
)
|
|
0.8
|
|
|
(0.9
|
)
|
|
(3.1
|
)
|
||||
Total
|
$
|
6.7
|
|
|
$
|
42.7
|
|
|
$
|
43.7
|
|
|
$
|
75.6
|
|
|
Severance and Employee Benefits
|
|
Third-Party Contract Terminations
|
|
Fixed Asset Write-offs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
Fiscal 2017
|
$
|
333.9
|
|
|
$
|
22.4
|
|
|
$
|
4.6
|
|
|
$
|
3.3
|
|
|
$
|
364.2
|
|
Fiscal 2018
|
67.5
|
|
|
19.3
|
|
|
14.3
|
|
|
5.4
|
|
|
106.5
|
|
|||||
Fiscal 2019
|
0.3
|
|
|
1.5
|
|
|
27.8
|
|
|
1.7
|
|
|
31.3
|
|
|||||
Cumulative through March 31, 2019
|
$
|
401.7
|
|
|
$
|
43.2
|
|
|
$
|
46.7
|
|
|
$
|
10.4
|
|
|
$
|
502.0
|
|
|
Severance and
Employee Benefits |
|
Third-Party
Contract Terminations |
|
Fixed Asset Write-offs
|
|
Other
Exit Costs |
|
Total
Program Costs |
||||||||||
Balance—July 1, 2018
|
$
|
203.0
|
|
|
$
|
17.0
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
223.1
|
|
Restructuring charges
|
7.8
|
|
|
1.6
|
|
|
27.8
|
|
|
1.9
|
|
|
39.1
|
|
|||||
Payments
|
(130.3
|
)
|
|
(7.1
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
(140.6
|
)
|
|||||
Changes in estimates
|
(7.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(7.8
|
)
|
|||||
Non-cash utilization
|
—
|
|
|
—
|
|
|
(27.8
|
)
|
|
—
|
|
|
(27.8
|
)
|
|||||
Effect of exchange rates
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
|||||
Balance—March 31, 2019
|
$
|
69.4
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
82.4
|
|
|
Severance and Employee Benefits
|
|
Third-Party Contract Terminations
|
|
Fixed Asset Write-offs
|
|
Other Exit Costs
|
|
Total
|
||||||||||
Fiscal 2018
|
$
|
63.5
|
|
|
$
|
0.2
|
|
|
$
|
1.3
|
|
|
$
|
3.4
|
|
|
$
|
68.4
|
|
Fiscal 2019
|
12.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
1.3
|
|
|
13.3
|
|
|||||
Cumulative through March 31, 2019
|
$
|
75.6
|
|
|
$
|
0.1
|
|
|
$
|
1.3
|
|
|
$
|
4.7
|
|
|
$
|
81.7
|
|
|
Severance and
Employee
Benefits
|
|
Third-Party
Contract
Terminations
|
|
Other Exit Costs
|
|
Total
Program
Costs
|
||||||||
Balance—July 1, 2018
|
$
|
48.0
|
|
|
$
|
0.2
|
|
|
$
|
3.3
|
|
|
$
|
51.5
|
|
Restructuring charges
|
13.6
|
|
|
—
|
|
|
1.3
|
|
|
14.9
|
|
||||
Payments
|
(43.2
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
(46.0
|
)
|
||||
Changes in estimates
|
(1.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
Effect of exchange rates
|
(0.5
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.7
|
)
|
||||
Balance—March 31, 2019
|
$
|
16.4
|
|
|
$
|
0.1
|
|
|
$
|
1.6
|
|
|
$
|
18.1
|
|
|
March 31,
2019 |
|
June 30,
2018 |
||||
Raw materials
|
$
|
265.6
|
|
|
$
|
278.6
|
|
Work-in-process
|
15.1
|
|
|
21.8
|
|
||
Finished goods
|
902.8
|
|
|
848.5
|
|
||
Total inventories
|
$
|
1,183.5
|
|
|
$
|
1,148.9
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2018
|
$
|
3,366.6
|
|
|
$
|
4,927.5
|
|
|
$
|
953.8
|
|
|
$
|
9,247.9
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(237.1
|
)
|
|
—
|
|
|
(640.8
|
)
|
||||
Net balance at June 30, 2018
|
$
|
2,962.9
|
|
|
$
|
4,690.4
|
|
|
$
|
953.8
|
|
|
$
|
8,607.1
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended March 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Measurement period adjustments
(a)
|
$
|
(10.5
|
)
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
(9.4
|
)
|
Foreign currency translation
|
(50.5
|
)
|
|
(86.3
|
)
|
|
(9.6
|
)
|
|
(146.4
|
)
|
||||
Impairment charges
|
—
|
|
|
(832.5
|
)
|
|
—
|
|
|
(832.5
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at March 31, 2019
|
$
|
3,305.6
|
|
|
$
|
4,841.8
|
|
|
$
|
944.7
|
|
|
$
|
9,092.1
|
|
Accumulated impairments
|
(403.7
|
)
|
|
(1,069.6
|
)
|
|
—
|
|
|
(1,473.3
|
)
|
||||
Net balance at March 31, 2019
|
$
|
2,901.9
|
|
|
$
|
3,772.2
|
|
|
$
|
944.7
|
|
|
$
|
7,618.8
|
|
|
|
|
March 31, 2019
|
|
June 30,
2018 |
||||
Indefinite-lived other intangible assets
|
$
|
3,043.7
|
|
|
$
|
3,186.2
|
|
Finite-lived other intangible assets, net
|
4,747.6
|
|
|
5,098.2
|
|
||
Total Other intangible assets, net
|
$
|
7,791.3
|
|
|
$
|
8,284.4
|
|
|
Luxury
|
|
Consumer Beauty
|
|
Professional Beauty
|
|
Total
|
||||||||
Gross balance at June 30, 2018
|
$
|
414.6
|
|
|
$
|
1,703.1
|
|
|
$
|
1,266.3
|
|
|
$
|
3,384.0
|
|
Accumulated impairments
|
(118.8
|
)
|
|
(75.9
|
)
|
|
(3.1
|
)
|
|
(197.8
|
)
|
||||
Net balance at June 30, 2018
|
$
|
295.8
|
|
|
$
|
1,627.2
|
|
|
$
|
1,263.2
|
|
|
$
|
3,186.2
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended March 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation
|
$
|
(10.5
|
)
|
|
$
|
(13.2
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(28.9
|
)
|
Impairment charges
|
(22.8
|
)
|
|
(90.8
|
)
|
|
—
|
|
|
(113.6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at March 31, 2019
|
$
|
404.1
|
|
|
$
|
1,689.9
|
|
|
$
|
1,261.1
|
|
|
$
|
3,355.1
|
|
Accumulated impairments
|
(141.6
|
)
|
|
(166.7
|
)
|
|
(3.1
|
)
|
|
(311.4
|
)
|
||||
Net balance at March 31, 2019
|
$
|
262.5
|
|
|
$
|
1,523.2
|
|
|
$
|
1,258.0
|
|
|
$
|
3,043.7
|
|
|
Cost
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net
|
||||||||
June 30, 2018
|
|
|
|
|
|
|
|
||||||||
License agreements
|
$
|
3,362.7
|
|
|
$
|
(792.9
|
)
|
|
$
|
—
|
|
|
$
|
2,569.8
|
|
Customer relationships
|
1,960.5
|
|
|
(508.7
|
)
|
|
(5.5
|
)
|
|
1,446.3
|
|
||||
Trademarks
|
1,002.1
|
|
|
(185.5
|
)
|
|
(0.4
|
)
|
|
816.2
|
|
||||
Product formulations and technology
|
361.2
|
|
|
(95.3
|
)
|
|
—
|
|
|
265.9
|
|
||||
Total
|
$
|
6,686.5
|
|
|
$
|
(1,582.4
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
5,098.2
|
|
March 31, 2019
|
|
|
|
|
|
|
|
||||||||
License agreements
(a)
|
$
|
3,215.1
|
|
|
$
|
(839.0
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
2,356.5
|
|
Customer relationships
(a)
|
1,943.1
|
|
|
(603.3
|
)
|
|
(5.5
|
)
|
|
1,334.3
|
|
||||
Trademarks
(b)
|
1,037.8
|
|
|
(218.0
|
)
|
|
(0.4
|
)
|
|
819.4
|
|
||||
Product formulations and technology
|
356.8
|
|
|
(119.4
|
)
|
|
—
|
|
|
237.4
|
|
||||
Total
|
$
|
6,552.8
|
|
|
$
|
(1,779.7
|
)
|
|
$
|
(25.5
|
)
|
|
$
|
4,747.6
|
|
|
|
|
March 31, 2019
|
|
June 30,
2018 |
||||
Short-term debt
|
$
|
8.5
|
|
|
$
|
9.2
|
|
2018 Coty Credit Agreement
|
|
|
|
||||
2018 Coty Revolving Credit Facility due April 2023
|
814.2
|
|
|
368.1
|
|
||
2018 Coty Term A Facility due April 2023
|
3,162.6
|
|
|
3,371.5
|
|
||
2018 Coty Term B Facility due April 2025
|
2,337.1
|
|
|
2,390.5
|
|
||
Senior Unsecured Notes
|
|
|
|
||||
2026 Dollar Notes due April 2026
|
550.0
|
|
|
550.0
|
|
||
2023 Euro Notes due April 2023
|
617.8
|
|
|
640.9
|
|
||
2026 Euro Notes due April 2026
|
280.8
|
|
|
291.4
|
|
||
Other long-term debt and capital lease obligations
|
1.3
|
|
|
1.6
|
|
||
Total debt
|
7,772.3
|
|
|
7,623.2
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(196.7
|
)
|
|
(218.9
|
)
|
||
Total Long-term debt
|
7,575.6
|
|
|
7,404.3
|
|
||
Less: Unamortized debt issuance costs
(a)
|
(73.5
|
)
|
|
(86.2
|
)
|
||
Less: Discount on Long-term debt
|
(11.2
|
)
|
|
(12.7
|
)
|
||
Total Long-term debt, net
|
$
|
7,490.9
|
|
|
$
|
7,305.4
|
|
|
|
•
|
LIBOR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or
|
•
|
Alternate base rate (“ABR”) plus the applicable margin.
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 4.75:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 4.75:1 but greater than or equal to 4.00:1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
Less than 4.00:1 but greater than or equal to 2.75:1
|
|
1.500%
|
|
0.500%
|
4.0
|
|
Less than 2.75:1 but greater than or equal to 2.00:1
|
|
1.250%
|
|
0.250%
|
5.0
|
|
Less than 2.00:1 but greater than or equal to 1.50:1
|
|
1.125%
|
|
0.125%
|
6.0
|
|
Less than 1.50:1
|
|
1.000%
|
|
—%
|
Pricing Tier
|
|
Debt Ratings S&P/Moody’s:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
5.0
|
|
Less than BB+/Ba1
|
|
2.000%
|
|
1.000%
|
4.0
|
|
BB+/Ba1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
BBB-/Baa3
|
|
1.500%
|
|
0.500%
|
2.0
|
|
BBB/Baa2
|
|
1.250%
|
|
0.250%
|
1.0
|
|
BBB+/Baa1 or higher
|
|
1.125%
|
|
0.125%
|
|
March 31, 2019
|
|
June 30, 2018
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
2018 Coty Credit Agreement
|
$
|
6,313.9
|
|
|
$
|
6,090.2
|
|
|
$
|
6,130.1
|
|
|
$
|
6,070.8
|
|
Senior Unsecured Notes
|
1,448.6
|
|
|
1,437.0
|
|
|
1,482.3
|
|
|
1,449.9
|
|
Quarterly Test Period Ending
|
Total Net Leverage Ratio
(a)
|
March 31, 2019 through June 30, 2019
|
5.25 to 1.00
|
September 30, 2019 through December 31, 2019
|
5.00 to 1.00
|
March 31, 2020 through June 30, 2020
|
4.75 to 1.00
|
September 30, 2020 through December 31, 2020
|
4.50 to 1.00
|
March 31, 2021 through June 30, 2021
|
4.25 to 1.00
|
September 30, 2021 through June 30, 2023
|
4.00 to 1.00
|
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest expense
|
$
|
76.8
|
|
|
$
|
75.5
|
|
|
$
|
223.3
|
|
|
$
|
212.5
|
|
Foreign exchange gains, net of derivative contracts
|
(0.3
|
)
|
|
0.6
|
|
|
(4.1
|
)
|
|
(5.3
|
)
|
||||
Interest income
|
(4.5
|
)
|
|
(3.5
|
)
|
|
(14.8
|
)
|
|
(7.9
|
)
|
||||
Total interest expense, net
|
$
|
72.0
|
|
|
$
|
72.6
|
|
|
$
|
204.4
|
|
|
$
|
199.3
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits
|
|
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
9.8
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
8.8
|
|
|
$
|
10.3
|
|
Interest cost
|
0.2
|
|
|
0.2
|
|
|
3.3
|
|
|
3.1
|
|
|
0.5
|
|
|
0.6
|
|
|
4.0
|
|
|
3.9
|
|
||||||||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(1.8
|
)
|
||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|
(1.4
|
)
|
||||||||
Amortization of net (gain) loss
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
||||||||
Net periodic benefit cost (credit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
$
|
11.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
9.1
|
|
|
$
|
11.1
|
|
|
Nine Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
Pension Plans
|
|
Other Post-
Employment Benefits |
|
|
||||||||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
Total
|
|||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25.3
|
|
|
$
|
29.4
|
|
|
$
|
0.9
|
|
|
$
|
1.5
|
|
|
$
|
26.2
|
|
|
$
|
30.9
|
|
Interest cost
|
0.6
|
|
|
0.5
|
|
|
9.9
|
|
|
9.3
|
|
|
1.5
|
|
|
1.8
|
|
|
12.0
|
|
|
11.6
|
|
||||||||
Expected return on plan assets
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
(5.6
|
)
|
||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|
(4.5
|
)
|
|
(4.2
|
)
|
|
(4.2
|
)
|
|
(4.0
|
)
|
||||||||
Amortization of net (gain) loss
|
(0.6
|
)
|
|
(0.5
|
)
|
|
0.2
|
|
|
1.0
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
0.4
|
|
||||||||
Net periodic benefit cost (credit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29.4
|
|
|
$
|
34.3
|
|
|
$
|
(2.1
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
27.3
|
|
|
$
|
33.3
|
|
Gain (Loss) Recognized in OCI
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign exchange forward contracts
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.4
|
)
|
Interest rate swap contracts
|
(11.4
|
)
|
|
11.2
|
|
|
(27.3
|
)
|
|
22.7
|
|
||||
Net investment hedge
|
70.5
|
|
|
(23.7
|
)
|
|
149.1
|
|
|
(56.7
|
)
|
Condensed Consolidated Statements of Operations
Classification of Gain (Loss) Reclassified from AOCI/(L) |
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign exchange forward contracts:
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Cost of sales
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
0.7
|
|
||||
Interest rate swap contracts:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
2.7
|
|
|
$
|
(2.2
|
)
|
|
$
|
10.4
|
|
|
$
|
(3.1
|
)
|
Condensed Consolidated Statements of Operations
Classification of Gain (Loss) Recognized in Operations |
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Selling, general and administrative expenses
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.1
|
|
|
$
|
(1.1
|
)
|
Interest expense, net
|
(4.1
|
)
|
|
(7.0
|
)
|
|
(5.7
|
)
|
|
6.1
|
|
||||
Other expense, net
|
—
|
|
|
(0.3
|
)
|
|
1.4
|
|
|
(0.3
|
)
|
Declaration Date
|
|
Dividend Type
|
|
Dividend Per Share
|
|
Holders of Record Date
|
|
Dividend Value
|
|
Dividend Payment Date
|
|
Dividends Paid
|
|
Dividends Payable
(a)
|
||||||||
Fiscal 2019
|
||||||||||||||||||||||
August 21, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
August 31, 2018
|
|
$
|
94.6
|
|
|
September 14, 2018
|
|
$
|
93.8
|
|
|
$
|
0.8
|
|
November 7, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
November 30, 2018
|
|
$
|
95.1
|
|
|
December 14, 2018
|
|
$
|
93.9
|
|
|
$
|
1.2
|
|
February 8, 2019
|
|
Quarterly
|
|
$
|
0.125
|
|
|
February 28, 2019
|
|
$
|
95.1
|
|
|
March 15, 2019
|
|
$
|
93.9
|
|
|
$
|
1.2
|
|
Fiscal 2019
|
|
|
|
$
|
0.375
|
|
|
|
|
$
|
284.8
|
|
|
|
|
$
|
281.6
|
|
|
$
|
3.2
|
|
|
|
(a)
|
The dividend payable is the value of the remaining dividends payable upon settlement of the RSUs and phantom units outstanding as of the Holders of Record Date.
|
|
|
|
Foreign Currency Translation Adjustments
|
|
|
|
|
||||||||||||
|
Gain (loss) on Cash Flow Hedges
|
|
Gain on Net Investment Hedge
|
|
Other Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
(a)
|
|
Total
|
||||||||||
Balance—July 1, 2018
|
$
|
31.7
|
|
|
$
|
115.0
|
|
|
$
|
(44.3
|
)
|
|
$
|
56.4
|
|
|
$
|
158.8
|
|
Other comprehensive (loss) income before reclassifications
|
(20.8
|
)
|
|
149.1
|
|
|
(276.7
|
)
|
|
—
|
|
|
(148.4
|
)
|
|||||
Net amounts reclassified from AOCI/(L)
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(11.9
|
)
|
|||||
Net current-period other comprehensive (loss) income
|
(28.7
|
)
|
|
149.1
|
|
|
(276.7
|
)
|
|
(4.0
|
)
|
|
(160.3
|
)
|
|||||
Balance—March 31, 2019
|
$
|
3.0
|
|
|
$
|
264.1
|
|
|
$
|
(321.0
|
)
|
|
$
|
52.4
|
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
Foreign Currency Translation Adjustments
|
|
|
|
|
||||||||||||
|
Gain on Cash Flow Hedges
|
|
Loss on Net Investment Hedges
|
|
Other Foreign Currency Translation Adjustments
|
|
Pension and Other Post-Employment Benefit Plans
|
|
Total
|
||||||||||
Balance—July 1, 2017
|
$
|
12.6
|
|
|
$
|
(23.7
|
)
|
|
$
|
(20.8
|
)
|
|
$
|
36.3
|
|
|
$
|
4.4
|
|
Other comprehensive income (loss) before reclassifications
|
15.5
|
|
|
(56.7
|
)
|
|
574.9
|
|
|
(0.7
|
)
|
|
533.0
|
|
|||||
Net amounts reclassified from AOCI/(L)
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
14.2
|
|
|
(56.7
|
)
|
|
574.9
|
|
|
(0.7
|
)
|
|
531.7
|
|
|||||
Balance—March 31, 2018
|
$
|
26.8
|
|
|
$
|
(80.4
|
)
|
|
$
|
554.1
|
|
|
$
|
35.6
|
|
|
$
|
536.1
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Equity plan expense
|
$
|
(0.5
|
)
|
|
$
|
8.7
|
|
|
$
|
10.3
|
|
|
$
|
25.8
|
|
Liability plan (income) expense
|
—
|
|
|
1.2
|
|
|
(2.6
|
)
|
|
0.3
|
|
||||
Fringe expense
|
—
|
|
|
1.1
|
|
|
0.5
|
|
|
2.9
|
|
||||
Total share-based compensation expense
|
$
|
(0.5
|
)
|
|
$
|
11.0
|
|
|
$
|
8.2
|
|
|
$
|
29.0
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net (loss) income attributable to Coty Inc.
|
$
|
(12.1
|
)
|
|
$
|
(77.0
|
)
|
|
$
|
(984.8
|
)
|
|
$
|
12.5
|
|
Weighted-average common shares outstanding—Basic
|
751.4
|
|
|
750.1
|
|
|
751.1
|
|
|
749.4
|
|
||||
Effect of dilutive stock options and Series A Preferred Stock
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||
Effect of restricted stock and RSUs
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Weighted-average common shares outstanding—Diluted
|
751.4
|
|
|
750.1
|
|
|
751.1
|
|
|
753.1
|
|
||||
Net (loss) income attributable to Coty Inc. per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.02
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
0.02
|
|
Diluted
|
(0.02
|
)
|
|
(0.10
|
)
|
|
(1.31
|
)
|
|
0.02
|
|
|
|
(a)
|
For the
three and nine months ended March 31, 2019
and the
three months ended March 31, 2018
, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase shares of common stock were excluded in the computation of diluted loss per share due to the net loss incurred during the period. For the
nine months ended March 31, 2018
, outstanding stock options and Series A Preferred Stock with purchase or conversion rights to purchase
14.6 million
shares of common stock were excluded in the computation of diluted EPS as their inclusion would be anti-dilutive.
|
(b)
|
For the
three and nine months ended March 31, 2019
and the
three months ended March 31, 2018
, RSUs were excluded in the computation of diluted loss per share due to the net loss incurred during the period. For the
nine months ended March 31, 2018
,
2.7 million
of outstanding RSUs were excluded in the computation of diluted EPS as their inclusion would be anti-dilutive.
|
•
|
our ability to develop and achieve our global business strategies, our ability to compete effectively in the beauty industry and achieve the benefits contemplated by our strategic initiatives within the expected time frame or at all;
|
•
|
our ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products, including any launches or relaunches and their associated costs and discounting, and consumer receptiveness to our marketing and consumer engagement activities (including digital marketing and media);
|
•
|
use of estimates and assumptions in preparing our financial statements, including with regard to revenue recognition, income taxes, the assessment of goodwill, other intangible assets and long-lived assets for impairment, the market value of inventory, pension expense and the fair value of acquired assets and liabilities associated with acquisitions and the fair value of redeemable noncontrolling interests;
|
•
|
the impact of any future impairments;
|
•
|
managerial, integration, operational, regulatory, legal and financial risks, including diversion of management attention to and management of cash flows, expenses and costs associated with multiple ongoing and future strategic initiatives and internal reorganizations;
|
•
|
the continued integration of the P&G Beauty Business and other recent acquisitions with our business, operations, systems, financial data and culture and the ability to realize synergies, avoid future supply chain and other business disruptions, reduce costs (including through our cash efficiency initiatives) and realize other potential efficiencies and
|
•
|
increased competition, consolidation among retailers, shifts in consumers’ preferred distribution and marketing channels (including to digital and luxury channels), distribution and shelf-space resets or reductions, compression of go-to-market cycles, changes in product and marketing requirements by retailers, reductions in retailer inventory levels and order lead-times or changes in purchasing patterns, and other changes in the retail, e-commerce and wholesale environment in which we do business and sell our products and our ability to respond to such changes;
|
•
|
our and our business partners’ and licensors’ abilities to obtain, maintain and protect the intellectual property used in our and their respective businesses, protect our and their respective reputations (including those of our and their executives or influencers), public goodwill, and defend claims by third parties for infringement of intellectual property rights;
|
•
|
any change to our capital allocation and/or cash management priorities;
|
•
|
any unanticipated problems, liabilities or other challenges associated with an acquired business which could result in increased risk or new, unanticipated or unknown liabilities, including with respect to environmental, competition and other regulatory, compliance or legal matters;
|
•
|
our international operations and joint ventures, including enforceability and effectiveness of our joint venture agreements and reputational, compliance, regulatory, economic and foreign political risks, including difficulties and costs associated with maintaining compliance with a broad variety of complex local and international regulations;
|
•
|
our dependence on certain licenses (especially in our Luxury division) and our ability to renew expiring licenses on favorable terms or at all;
|
•
|
our dependence on entities performing outsourced functions, including outsourcing of distribution functions, third-party manufacturers, logistics and supply chain suppliers, and other suppliers, including third-party software providers;
|
•
|
administrative, product development and other difficulties in meeting the expected timing of market expansions, product launches and marketing efforts;
|
•
|
global political and/or economic uncertainties, disruptions or major regulatory or policy changes, and/or the enforcement thereof that affect our business, financial performance, operations or products, including the impact of Brexit, the current U.S. administration, the results of elections in European countries and in Brazil, changes in the U.S. tax code and recent changes and future changes in tariffs, retaliatory or trade protection measures, trade policies and other international trade regulations in the U.S. and in other regions where we operate including the European Union and China;
|
•
|
currency exchange rate volatility and currency devaluation and our ability to hedge exposure to currency exchange fluctuations;
|
•
|
the number, type, outcomes (by judgment, order or settlement) and costs of current or future legal, compliance, tax, regulatory or administrative proceedings, investigations and/or litigation, including litigation relating to the tender offer by Cottage Holdco B.V. (the “Offer”);
|
•
|
our ability to manage seasonal factors and other variability and to anticipate future business trends and needs;
|
•
|
disruptions in operations and sales, including due to disruptions in supply chain, logistics, restructurings and other business alignment activities, manufacturing or information technology systems, labor disputes, extreme weather and natural disasters, and the impact of such disruptions on our ability to generate profits, stabilize or grow revenues or cash flows, comply with our contractual obligations and accurately forecast demand and supply needs and/or future results, and on our relationships with licensors and retailers, our in-store execution and product launches and promotions;
|
•
|
restrictions imposed on us through our license agreements, credit facilities and senior unsecured bonds or other material contracts, our ability to generate cash flow to repay, refinance or recapitalize debt and otherwise comply with our debt instruments, and changes in the manner in which we finance our debt and future capital needs, including access to capital under current market conditions;
|
•
|
increasing dependency on information technology and our ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, costs and timing of implementation and effectiveness of any upgrades or other changes to information technology systems, including our digital transformation initiatives, and the cost of compliance or our failure to comply with any privacy or data security laws (including the European Union
|
•
|
our ability to attract and retain key personnel and the impact of the recent senior management transitions;
|
•
|
the distribution and sale by third parties of counterfeit and/or gray market versions of our products;
|
•
|
the results of our ongoing strategic review and the creation, revision and implementation of our strategic plan;
|
•
|
the impact of the Offer on our relationships with key customers and suppliers and certain material contracts;
|
•
|
our relationship with Cottage Holdco B.V., as our majority stockholder, and its affiliates, and any related conflicts of interest or litigation;
|
•
|
future sales of a significant number of shares in the public market by our majority stockholder or contractually by certain commercial banks on behalf of our majority stockholder, as may be required to satisfy any potential future credit difficulties in connection with our majority stockholder’s credit agreement, or the perception that such sales could occur; and
|
•
|
other factors described elsewhere in this document and from time to time in documents that we file with the SEC.
|
•
|
strategic plans and annual budgets are prepared using the Adjusted Performance Measures;
|
•
|
senior management receives a monthly analysis comparing budget to actual operating results that is prepared using the Adjusted Performance Measures; and
|
•
|
senior management’s annual compensation is calculated, in part, by using some of the Adjusted Performance Measures.
|
•
|
Costs related to acquisition activities: We have excluded acquisition-related costs and acquisition accounting impacts such as those related to transaction costs and costs associated with the revaluation of acquired inventory in connection with business combinations because these costs are unique to each transaction. The nature and amount of such costs vary significantly based on the size and timing of the acquisitions and the maturities of the businesses being acquired. Also, the size, complexity and/or volume of past acquisitions, which often drives the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of any future acquisitions.
|
•
|
Restructuring and other business realignment costs: We have excluded costs associated with restructuring and business structure realignment programs to allow for comparable financial results to historical operations and forward-looking guidance. In addition, the nature and amount of such charges vary significantly based on the size and timing of the programs. By excluding the referenced expenses from our non-GAAP financial measures, our management is able to further evaluate our ability to utilize existing assets and estimate their long-term value. Furthermore, our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance.
|
•
|
Asset impairment charges: We have excluded the impact of asset impairments as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance
|
•
|
Amortization expense: We have excluded the impact of amortization of finite-lived intangible assets, as such non-cash amounts are inconsistent in amount and frequency and are significantly impacted by the timing and/or size of acquisitions. Our management believes that the adjustment of these items supplement the GAAP information with a measure that can be used to assess the sustainability of our operating performance. Although we exclude amortization of intangible assets from our non-GAAP expenses, our management believes that it is important for investors to understand that such intangible assets contribute to revenue generation. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Any future acquisitions may result in the amortization of additional intangible assets.
|
•
|
Other (income) expense: We have excluded the impact of costs incurred for legal and advisory services rendered in connection with the evaluation of the tender offer initiated on February 13, 2019 by certain of our shareholders. Our management believes these costs do not reflect our underlying ongoing business, and the adjustment of such costs helps investors and others compare and analyze performance from period to period.
|
•
|
Noncontrolling interests: This adjustment represents the after-tax impact of the non-GAAP adjustments included in Net income attributable to noncontrolling interests based on the relevant noncontrolling interest percentage.
|
•
|
Tax: This adjustment represents the impact of the tax effect of the pretax items excluded from Adjusted net income. The tax impact of the non-GAAP adjustments are based on the tax rates related to the jurisdiction in which the adjusted items are received or incurred.
|
•
|
the scale of the combined company by evaluating consolidated and segment financial metrics;
|
•
|
the expansion of product offerings by evaluating segment, brand, and geographic performance and the respective strength of the brands;
|
•
|
the evaluation of market share expansion in categories and geographies;
|
•
|
the earnings per share accretion and substantial incremental free cash flow generation providing financial flexibility for us; and
|
•
|
the comparison of actual and projected results, including achievement of projected synergies, post integration; provided that timing for any such comparison will depend on the size and complexity of the acquisition.
|
Period of acquisition, divestiture, or termination
|
|
Acquisition, divestiture, or termination
|
|
Impact on basis of presentation
|
First quarter fiscal 2018
|
|
n/a
|
|
n/a
|
Second quarter fiscal 2018
|
|
Acquisition
: Burberry Beauty Business (Luxury segment)
|
|
First quarter fiscal 2019 financial contribution excluded
|
Third quarter fiscal 2018
|
|
Termination
: Guess (Consumer Beauty segment)
|
|
First, second and third quarter fiscal 2018 financial contribution excluded
|
Fourth quarter fiscal 2018
|
|
Divestitures of licenses
: Playboy (Consumer Beauty segment) and Cerruti (Luxury segment)
|
|
First, second and third quarter fiscal 2018 financial contribution excluded
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
NET REVENUES
|
|
|
|
|
|
|||||
Luxury
|
$
|
729.2
|
|
|
$
|
752.5
|
|
|
(3
|
%)
|
Consumer Beauty
|
840.3
|
|
|
1,021.7
|
|
|
(18
|
%)
|
||
Professional Beauty
|
421.1
|
|
|
448.5
|
|
|
(6
|
%)
|
||
Total
|
$
|
1,990.6
|
|
|
$
|
2,222.7
|
|
|
(10
|
%)
|
(i)
|
Shelf-space losses primarily impacting
CoverGirl, Rimmel
and
Clairol
which have contributed to the negative share trends in the color cosmetics and hair color categories in North America;
|
(ii)
|
Performance challenges in our brands across Europe which have contributed to the region’s negative market share trends in the color cosmetics category;
|
(iii)
|
Reduced net revenues from
Younique
due to a decline in product sales and presenter sponsorship as we continue to refine our product offerings to drive improvements in presenter sales activity, recruitment and retention;
|
(iv)
|
Reduced net revenues in North America due to the adoption of the New Revenue Standard primarily impacting
CoverGirl
and
Sally Hansen;
and
|
(v)
|
the negative impact of foreign currency exchange translation.
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
NET REVENUES
|
|
|
|
|
|
|||||
North America
|
$
|
611.7
|
|
|
$
|
713.5
|
|
|
(14
|
%)
|
Europe
|
837.9
|
|
|
976.0
|
|
|
(14
|
%)
|
||
ALMEA
|
541.0
|
|
|
533.2
|
|
|
1
|
%
|
||
Total
|
$
|
1,990.6
|
|
|
$
|
2,222.7
|
|
|
(10
|
%)
|
(i)
|
170 basis points related to lower advertising and consumer promotion costs due to a rationalization of non-strategic spending in non-working media and other consumer promotion activities across all divisions and a decrease primarily in media spending within the Consumer Beauty segment due to a higher investment spend in the prior year on the brand relaunches of
CoverGirl
and
Clairol
;
|
(ii)
|
60 basis points related to lower negative transactional impact from our exposure to foreign currency exchange fluctuations;
|
(iii)
|
50 basis points related to lower share-based compensation expense due to significant executive forfeitures of share-based compensation instruments and the impact of actual forfeitures on the change in the estimated forfeiture rates during the period; and
|
(iv)
|
30 basis points related to lower bad debt expense.
|
|
Three Months Ended
March 31, |
|
(bps rounded to nearest tenth)
|
2019/2018
|
|
Selling, general and administrative expenses
|
250
|
|
Restructuring
|
160
|
|
Acquisition-related costs
|
10
|
|
Amortization
|
(10
|
)
|
Cost of sales
|
(70
|
)
|
Total basis point increase
|
340
|
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
Operating income (loss)
|
|
|
|
|
|
|||||
Luxury
|
$
|
87.7
|
|
|
$
|
59.4
|
|
|
48
|
%
|
Consumer Beauty
|
24.1
|
|
|
64.2
|
|
|
(62
|
%)
|
||
Professional Beauty
|
30.7
|
|
|
11.4
|
|
|
>100%
|
|
||
Corporate
|
(57.0
|
)
|
|
(114.3
|
)
|
|
50
|
%
|
||
Total
|
85.5
|
|
|
20.7
|
|
|
>100%
|
|
|
Three Months Ended March 31, 2019
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
87.7
|
|
|
$
|
(38.4
|
)
|
|
$
|
126.1
|
|
Consumer Beauty
|
24.1
|
|
|
(31.7
|
)
|
|
55.8
|
|
|||
Professional Beauty
|
30.7
|
|
|
(16.6
|
)
|
|
47.3
|
|
|||
Corporate
|
(57.0
|
)
|
|
(57.3
|
)
|
|
0.3
|
|
|||
Total
|
85.5
|
|
|
(144.0
|
)
|
|
229.5
|
|
|
Three Months Ended March 31, 2018
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
59.4
|
|
|
$
|
(41.0
|
)
|
|
$
|
100.4
|
|
Consumer Beauty
|
64.2
|
|
|
(33.1
|
)
|
|
97.3
|
|
|||
Professional Beauty
|
11.4
|
|
|
(18.7
|
)
|
|
30.1
|
|
|||
Corporate
|
(114.3
|
)
|
|
(115.1
|
)
|
|
0.8
|
|
|||
Total
|
20.7
|
|
|
(207.9
|
)
|
|
228.6
|
|
|
|
(a)
|
See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted Operating Income for Coty Inc.” below. All adjustments are reflected in Corporate, except for amortization expense, which is reflected in the Luxury, Consumer Beauty and Professional Beauty divisions.
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
Reported operating income
|
$
|
85.5
|
|
|
$
|
20.7
|
|
|
>100%
|
|
% of net revenues
|
4.3
|
%
|
|
0.9
|
%
|
|
|
|||
Amortization expense
|
86.7
|
|
|
92.8
|
|
|
(7
|
%)
|
||
Restructuring and other business realignment costs
|
57.3
|
|
|
111.0
|
|
|
(48
|
%)
|
||
Costs related to acquisition activities
|
—
|
|
|
4.1
|
|
|
(100
|
%)
|
||
Total adjustments to reported operating income
|
144.0
|
|
|
207.9
|
|
|
(31
|
%)
|
||
Adjusted operating income
|
$
|
229.5
|
|
|
$
|
228.6
|
|
|
—
|
%
|
% of net revenues
|
11.5
|
%
|
|
10.3
|
%
|
|
|
•
|
We incurred restructuring costs of
$6.7
primarily related to the 2018 Restructuring Actions and the Global Integration Activities, included in the Condensed Consolidated Statements of Operations; and
|
•
|
We incurred business structure realignment costs of
$50.6
primarily related to our Global Integration Activities and certain other programs. This amount includes
$48.4
reported in selling, general and administrative expenses and
$2.2
reported in cost of sales in the Condensed Consolidated Statements of Operations, primarily due to costs incurred for the realignment of the business due to the P&G Beauty Business.
|
•
|
We incurred restructuring costs of $42.7 primarily related to the Global Integration Activities and 2018 Restructuring Actions, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $68.3 primarily related to our Global Integration Activities and certain other programs. This amount includes $51.8 reported in selling, general and administrative expenses and $16.5 reported in cost of sales in the Condensed Consolidated Statements of Operations, primarily due to costs incurred for the realignment of the business due to the P&G Beauty Business.
|
|
Three Months Ended
March 31, 2019 |
|
Three Months Ended
March 31, 2018 |
||||||||||||||||||
(in millions)
|
(Loss) Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
|
(Loss) Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
||||||||||
Reported (loss) income before income taxes
|
$
|
(4.0
|
)
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(55.7
|
)
|
|
$
|
4.4
|
|
|
(7.9
|
%)
|
Adjustments to reported operating income
(a) (b)
|
144.0
|
|
|
38.6
|
|
|
|
|
207.9
|
|
|
31.8
|
|
|
|
||||||
Other adjustments
(b)(c)
|
12.7
|
|
|
0.8
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Adjusted income before income taxes
|
$
|
152.7
|
|
|
$
|
39.4
|
|
|
25.8
|
%
|
|
$
|
152.2
|
|
|
$
|
36.2
|
|
|
23.8
|
%
|
|
|
(a)
|
See a description of adjustments under “adjusted operating (loss) income for Coty Inc.”
|
(b)
|
The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.
|
(c)
|
In the three months ended March 31, 2019, the Company incurred legal and advisory services of $12.7 rendered in connection with the evaluation of the tender offer initiated by certain of our shareholders.
|
|
Three Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
Reported net (loss) attributable to Coty Inc.
|
$
|
(12.1
|
)
|
|
$
|
(77.0
|
)
|
|
84
|
%
|
% of net revenues
|
(0.6
|
%)
|
|
(3.5
|
%)
|
|
|
|||
Adjustments to reported operating income
(a)
|
144.0
|
|
|
207.9
|
|
|
(31
|
%)
|
||
Adjustment to other expense
(b)
|
12.7
|
|
|
—
|
|
|
N/A
|
|
||
Adjustments to noncontrolling interests
(c)
|
(3.6
|
)
|
|
(2.9
|
)
|
|
(24
|
%)
|
||
Change in tax provision due to adjustments to reported net income attributable to Coty Inc.
|
(39.4
|
)
|
|
(31.8
|
)
|
|
(24
|
%)
|
||
Adjusted net income attributable to Coty Inc.
|
$
|
101.6
|
|
|
$
|
96.2
|
|
|
6
|
%
|
% of net revenues
|
5.1
|
%
|
|
4.3
|
%
|
|
|
|
||
Per Share Data
|
|
|
|
|
|
|||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|||||
Basic
|
751.4
|
|
|
750.1
|
|
|
|
|||
Diluted
|
753.9
|
|
|
754.0
|
|
|
|
|||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|||||
Basic
|
$
|
0.14
|
|
|
$
|
0.13
|
|
|
|
|
Diluted
|
0.13
|
|
|
0.13
|
|
|
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”
|
(b)
|
In the three months ended March 31, 2019, the Company incurred legal and advisory services of $12.7 rendered in connection with the evaluation of the tender offer initiated by certain of our shareholders.
|
(c)
|
The amounts represent the impact of non-GAAP adjustments to net income attributable to noncontrolling interest related to the Company’s majority-owned consolidated subsidiaries. The amounts are based on the relevant noncontrolling interest’s percentage ownership in the related subsidiary, for which the non-GAAP adjustments were made.
|
(i)
|
Shelf-space losses primarily impacting
CoverGirl, Rimmel
and
Clairol
which have contributed to the negative market share trends in the color cosmetics and hair color categories in North America;
|
(ii)
|
Performance challenges in our brands across Europe which have contributed to the region’s negative market share trends in the color cosmetics category;
|
(iii)
|
the Supply Chain Disruptions, which have been significantly mitigated in the third quarter of fiscal 2019;
|
|
Nine Months Ended
March 31, |
|
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
||||||
Net revenues
|
|
|
|
|
|
|
|||||
Luxury
|
$
|
2,539.6
|
|
|
|
$
|
2,468.1
|
|
|
3
|
%
|
Consumer Beauty
|
2,636.9
|
|
|
|
3,203.7
|
|
|
(18
|
%)
|
||
Professional Beauty
|
1,356.6
|
|
|
|
1,426.8
|
|
|
(5
|
%)
|
||
Total
|
$
|
6,533.1
|
|
|
|
$
|
7,098.6
|
|
|
(8
|
%)
|
(i)
|
Shelf-space losses primarily impacting
CoverGirl, Rimmel
and
Clairol
which have contributed to the negative share trends in the color cosmetics and hair color categories in North America;
|
(ii)
|
Performance challenges in our brands across Europe which have contributed to the region’s negative market share trends in the color cosmetics category;
|
(iii)
|
The Supply Chain Disruptions which resulted in lower net revenues in the first half of the year mainly in the color cosmetics category, namely the
Rimmel, Max Factor
and
Bourjois
brands
;
|
(iv)
|
Reduced net revenues from
Younique
due to a decline in product sales and presenter sponsorship as we continue to refine our product offerings to drive improvements in presenter sales activity, recruitment and retention; and
|
(v)
|
the negative impact of foreign currency exchange translation.
|
(i)
|
60 basis points related to higher distribution and warehousing expenses due to a strategic shift in certain markets to distribute through subsidiaries as opposed to third-party distributors;
|
(ii)
|
50 basis points related to higher administrative costs due to the decline in net revenues in the Consumer Beauty segment out-pacing the overall decrease in administrative costs from compensation expense savings as a result of the Global Integration Activities, 2018 Restructuring Actions and certain other programs;
|
(i)
|
30 basis points related to lower advertising and consumer promotion spending primarily due to a rationalization of non-strategic spending in non-working media and other consumer promotion activities across all divisions;
|
(ii)
|
30 basis points related to lower share-based compensation expense due to significant executive forfeitures of share-based compensation instruments;
|
(iii)
|
10 basis points related to lower transactional impact from our exposure to foreign currency exchange fluctuations; and
|
(iv)
|
10 basis points related to lower bad debt expense.
|
|
Nine Months Ended
March 31, |
|
(bps rounded to nearest tenth)
|
2019/2018
|
|
Asset impairment charges
|
(1,500
|
)
|
Amortization
|
(40
|
)
|
Cost of sales
|
(20
|
)
|
Selling, general and administrative expenses
|
(20
|
)
|
Acquisition-related costs
|
90
|
|
Restructuring
|
40
|
|
Total basis point decrease
|
(1,450
|
)
|
|
Nine Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
Operating income (loss)
|
|
|
|
|
|
|||||
Luxury
|
$
|
250.0
|
|
|
$
|
201.2
|
|
|
24
|
%
|
Consumer Beauty
|
(901.4
|
)
|
|
225.4
|
|
|
<(100%)
|
|
||
Professional Beauty
|
109.5
|
|
|
83.2
|
|
|
32
|
%
|
||
Corporate
|
(197.9
|
)
|
|
(284.4
|
)
|
|
30
|
%
|
||
Total
|
(739.8
|
)
|
|
225.4
|
|
|
<(100%)
|
|
|
Nine Months Ended March 31, 2019
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
250.0
|
|
|
$
|
(154.6
|
)
|
|
$
|
404.6
|
|
Consumer Beauty
|
(901.4
|
)
|
|
(1,026.1
|
)
|
|
124.7
|
|
|||
Professional Beauty
|
109.5
|
|
|
(52.7
|
)
|
|
162.2
|
|
|||
Corporate
|
(197.9
|
)
|
|
(199.0
|
)
|
|
1.1
|
|
|||
Total
|
(739.8
|
)
|
|
(1,432.4
|
)
|
|
692.6
|
|
|
Nine Months Ended March 31, 2018
|
||||||||||
(in millions)
|
Reported
(GAAP) |
|
Adjustments
(a)
|
|
Adjusted
(Non-GAAP) |
||||||
Operating income (loss)
|
|
|
|
|
|
||||||
Luxury
|
$
|
201.2
|
|
|
$
|
(114.5
|
)
|
|
$
|
315.7
|
|
Consumer Beauty
|
225.4
|
|
|
(92.1
|
)
|
|
317.5
|
|
|||
Professional Beauty
|
83.2
|
|
|
(54.0
|
)
|
|
137.2
|
|
|||
Corporate
|
(284.4
|
)
|
|
(286.8
|
)
|
|
2.4
|
|
|||
Total
|
225.4
|
|
|
(547.4
|
)
|
|
772.8
|
|
|
|
(a)
|
See a reconciliation of reported operating income to adjusted operating income and a description of the adjustments under “Adjusted operating income for Coty Inc.” below. All adjustments are reflected in Corporate, except for amortization expense, which is reflected in the Luxury, Consumer Beauty and Professional Beauty divisions, and asset impairment charges, which are reflected in the Luxury and Consumer Beauty divisions.
|
|
Nine Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
Reported operating (loss) income
|
$
|
(739.8
|
)
|
|
$
|
225.4
|
|
|
<(100%)
|
|
% of net revenues
|
(11.3
|
)%
|
|
3.2
|
%
|
|
|
|||
Asset impairment charges
|
977.7
|
|
|
—
|
|
|
N/A
|
|
||
Amortization expense
|
267.7
|
|
|
260.6
|
|
|
3
|
%
|
||
Restructuring and other business realignment costs
|
187.0
|
|
|
217.2
|
|
|
(14
|
%)
|
||
Costs related to acquisition activities
|
—
|
|
|
69.6
|
|
|
(100
|
%)
|
||
Total adjustments to reported operating income
|
1,432.4
|
|
|
547.4
|
|
|
>100%
|
|
||
Adjusted operating income
|
$
|
692.6
|
|
|
$
|
772.8
|
|
|
(10
|
%)
|
% of net revenues
|
10.6
|
%
|
|
10.9
|
%
|
|
|
|
(i)
|
$930.3 related to goodwill and other intangible assets in the Consumer Beauty division recorded during the second quarter;
|
(ii)
|
$22.8 related to the philosophy trademark that is part of the Luxury reporting unit recorded during the second quarter;
|
(iii)
|
$12.6 charge in the Luxury Division during the first quarter due to an acquired trademark associated with a terminated pre-existing license as a result of the acquisition; and
|
(iv)
|
$12.0 related to a Corporate equity security investment recorded during the second quarter.
|
•
|
We incurred restructuring costs of
$43.7
primarily related to the Global Integration Activities and 2018 Restructuring Actions, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of
$143.3
primarily related to our Global Integration Activities and certain other programs. Of this amount
$131.3
is included in selling, general and administrative expenses and
$12.0
is included in cost of sales, primarily due to costs incurred for the realignment of the business due to the P&G Beauty Business.
|
•
|
We incurred Restructuring costs of $75.6 primarily related to the Global Integration Activities and 2018 Restructuring Actions, included in the Condensed Consolidated Statements of Operations.
|
•
|
We incurred business structure realignment costs of $141.6 primarily related to our Global Integration Activities and certain other programs. Of this amount $104.4 is included in selling, general and administrative expenses and $37.2 is included in cost of sales, primarily due to costs incurred for the realignment of the business due to the P&G Beauty Business.
|
|
Nine Months Ended
March 31, 2019 |
|
Nine Months Ended
March 31, 2018 |
||||||||||||||||||
(in millions)
|
(Loss) Income Before Income Taxes
|
|
Provision for Income Taxes
|
|
Effective Tax Rate
|
|
Income Before Income Taxes
|
|
(Benefit) Provision for Income Taxes
|
|
Effective Tax Rate
|
||||||||||
Reported (loss) income before income taxes
|
$
|
(969.2
|
)
|
|
$
|
0.9
|
|
|
(0.1
|
%)
|
|
$
|
13.6
|
|
|
$
|
(28.8
|
)
|
|
(211.8
|
%)
|
Adjustments to reported operating income
(a)(b)
|
1,432.4
|
|
|
84.5
|
|
|
|
|
547.4
|
|
|
128.6
|
|
|
|
||||||
Other adjustments
(b)(c)
|
12.7
|
|
|
0.8
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Adjusted income before income taxes
|
$
|
475.9
|
|
|
$
|
86.2
|
|
|
18.1
|
%
|
|
$
|
561.0
|
|
|
$
|
99.8
|
|
|
17.8
|
%
|
|
|
(a)
|
See a description of adjustments under “adjusted operating income for Coty Inc.”.
|
(b)
|
The tax effects of each of the items included in adjusted income are calculated in a manner that results in a corresponding income tax expense/provision for adjusted income. In preparing the calculation, each adjustment to reported income is first analyzed to determine if the adjustment has an income tax consequence. The provision for taxes is then calculated based on the jurisdiction in which the adjusted items are incurred, multiplied by the respective statutory rates and offset by the increase or reversal of any valuation allowances commensurate with the non-GAAP measure of profitability.
|
(c)
|
In the three months ended March 31, 2019, the Company incurred legal and advisory services of $12.7 rendered in connection with the evaluation of the tender offer initiated by certain of our shareholders.
|
|
Nine Months Ended
March 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change %
|
|||||
Reported net (loss) income attributable to Coty Inc.
|
$
|
(984.8
|
)
|
|
$
|
12.5
|
|
|
<(100%)
|
|
% of net revenues
|
(15.1
|
%)
|
|
0.2
|
%
|
|
|
|||
Adjustments to reported operating income
(a)
|
1,432.4
|
|
|
547.4
|
|
|
>100%
|
|
||
Adjustments to other expense
(b)
|
12.7
|
|
|
—
|
|
|
N/A
|
|
||
Adjustments to noncontrolling interests
(c)
|
(11.0
|
)
|
|
(21.6
|
)
|
|
49
|
%
|
||
Change in tax provision due to adjustments to reported net income attributable to Coty Inc.
|
(85.3
|
)
|
|
(128.6
|
)
|
|
34
|
%
|
||
Adjusted net income attributable to Coty Inc.
|
364.0
|
|
|
409.7
|
|
|
(11
|
%)
|
||
% of net revenues
|
5.6
|
%
|
|
5.8
|
%
|
|
|
|
||
Per Share Data
|
|
|
|
|
|
|||||
Adjusted weighted-average common shares
|
|
|
|
|
|
|||||
Basic
|
751.1
|
|
|
749.4
|
|
|
|
|||
Diluted
|
753.0
|
|
|
753.1
|
|
|
|
|||
Adjusted net income attributable to Coty Inc. per common share
|
|
|
|
|
|
|||||
Basic
|
$
|
0.48
|
|
|
$
|
0.55
|
|
|
|
|
Diluted
|
0.48
|
|
|
0.54
|
|
|
|
|
|
(a)
|
See a description of adjustments under “Adjusted Operating Income for Coty Inc.”
|
(b)
|
In the nine months ended March 31, 2019, the Company incurred legal and advisory services of $12.7 rendered in connection with the evaluation of the tender offer initiated by certain of our shareholders.
|
(c)
|
The amounts represent the impact of non-GAAP adjustments to net income attributable to noncontrolling interest related to the Company’s majority-owned consolidated subsidiaries. The amounts are based on the relevant noncontrolling interest’s percentage ownership in the related subsidiary, for which the non-GAAP adjustments were made.
|
|
March 31, 2019
|
|
June 30,
2018 |
||||
Short-term debt
|
$
|
8.5
|
|
|
$
|
9.2
|
|
2018 Coty Credit Agreement
|
|
|
|
||||
2018 Coty Revolving Credit Facility due April 2023
|
814.2
|
|
|
368.1
|
|
||
2018 Coty Term A Facility due April 2023
|
3,162.6
|
|
|
3,371.5
|
|
||
2018 Coty Term B Facility due April 2025
|
2,337.1
|
|
|
2,390.5
|
|
||
Senior Unsecured Notes
|
|
|
|
||||
2026 Dollar Notes due April 2026
|
550.0
|
|
|
550.0
|
|
||
2023 Euro Notes due April 2023
|
617.8
|
|
|
640.9
|
|
||
2026 Euro Notes due April 2026
|
280.8
|
|
|
291.4
|
|
||
Other long-term debt and capital lease obligations
|
1.3
|
|
|
1.6
|
|
||
Total debt
|
7,772.3
|
|
|
7,623.2
|
|
||
Less: Short-term debt and current portion of long-term debt
|
(196.7
|
)
|
|
(218.9
|
)
|
||
Total Long-term debt
|
7,575.6
|
|
|
7,404.3
|
|
||
Less: Unamortized debt issuance costs
|
(73.5
|
)
|
|
(86.2
|
)
|
||
Less: Discount on Long-term debt
|
(11.2
|
)
|
|
(12.7
|
)
|
||
Total Long-term debt, net
|
$
|
7,490.9
|
|
|
$
|
7,305.4
|
|
•
|
LIBOR of the applicable qualified currency, of which we can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or
|
•
|
Alternate base rate (“ABR”) plus the applicable margin.
|
Pricing Tier
|
|
Total Net Leverage Ratio:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
1.0
|
|
Greater than or equal to 4.75:1
|
|
2.000%
|
|
1.000%
|
2.0
|
|
Less than 4.75:1 but greater than or equal to 4.00:1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
Less than 4.00:1 but greater than or equal to 2.75:1
|
|
1.500%
|
|
0.500%
|
4.0
|
|
Less than 2.75:1 but greater than or equal to 2.00:1
|
|
1.250%
|
|
0.250%
|
5.0
|
|
Less than 2.00:1 but greater than or equal to 1.50:1
|
|
1.125%
|
|
0.125%
|
6.0
|
|
Less than 1.50:1
|
|
1.000%
|
|
—%
|
Pricing Tier
|
|
Debt Ratings S&P/Moody’s:
|
|
LIBOR plus:
|
|
Alternative Base Rate Margin:
|
5.0
|
|
Less than BB+/Ba1
|
|
2.000%
|
|
1.000%
|
4.0
|
|
BB+/Ba1
|
|
1.750%
|
|
0.750%
|
3.0
|
|
BBB-/Baa3
|
|
1.500%
|
|
0.500%
|
2.0
|
|
BBB/Baa2
|
|
1.250%
|
|
0.250%
|
1.0
|
|
BBB+/Baa1 or higher
|
|
1.125%
|
|
0.125%
|
Quarterly Test Period Ending
|
Total Net Leverage Ratio
(a)
|
March 31, 2019 through June 30, 2019
|
5.25 to 1.00
|
September 30, 2019 through December 31, 2019
|
5.00 to 1.00
|
March 31, 2020 through June 30, 2020
|
4.75 to 1.00
|
September 30, 2020 through December 31, 2020
|
4.50 to 1.00
|
March 31, 2021 through June 30, 2021
|
4.25 to 1.00
|
September 30, 2021 through June 30, 2023
|
4.00 to 1.00
|
|
|
|
Nine Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Condensed Consolidated Statements of Cash Flows Data:
(in millions)
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
451.4
|
|
|
$
|
188.9
|
|
Net cash used in investing activities
|
(371.0
|
)
|
|
(580.7
|
)
|
||
Net cash (used in) provided by financing
activities
|
(16.7
|
)
|
|
290.9
|
|
Declaration Date
|
|
Dividend Type
|
|
Dividend Per Share
|
|
Holders of Record Date
|
|
Dividend Value
|
|
Dividend Payment Date
|
|
Dividends Paid
|
|
Dividends Payable
(a)
|
||||||||
Fiscal 2019
|
||||||||||||||||||||||
August 21, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
August 31, 2018
|
|
$
|
94.6
|
|
|
September 14, 2018
|
|
$
|
93.8
|
|
|
$
|
0.8
|
|
November 7, 2018
|
|
Quarterly
|
|
$
|
0.125
|
|
|
November 30, 2018
|
|
$
|
95.1
|
|
|
December 14, 2018
|
|
$
|
93.9
|
|
|
$
|
1.2
|
|
February 8, 2019
|
|
Quarterly
|
|
$
|
0.125
|
|
|
February 28, 2019
|
|
$
|
95.1
|
|
|
March 15, 2019
|
|
$
|
93.9
|
|
|
$
|
1.2
|
|
Fiscal 2019
|
|
|
|
$
|
0.375
|
|
|
|
|
$
|
284.8
|
|
|
|
|
$
|
281.6
|
|
|
$
|
3.2
|
|
|
|
(a)
|
The dividend payable is the value of the remaining dividends payable upon settlement of the RSUs and phantom units outstanding as of the Holders of Record Date.
|
•
|
Revenue Recognition
|
•
|
Goodwill, Other Intangible Assets and Long-Lived Assets
|
•
|
Business Combinations
|
•
|
Inventory
|
•
|
Pension Benefit Costs
|
•
|
Income Taxes
|
•
|
Redeemable noncontrolling interests
|
•
|
that a majority of our board of directors consists of independent directors;
|
•
|
that we have a nominating committee that is composed entirely of independent directors with a written charter; addressing the committee’s purpose and responsibilities; and
|
•
|
that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
Exhibit Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
†
|
Exhibit is a management contract or compensatory plan or arrangement.
|
|
|
COTY INC.
|
|
|
|
|
|
Date: May 8, 2019
|
|
By:
|
/s/Pierre Laubies
|
|
|
|
Name: Pierre Laubies
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/Pierre-André Terisse
|
|
|
|
Name: Pierre-André Terisse
|
|
|
|
Title: Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
•
|
Senior Manager
. The Employee therefore expressly acknowledges that (s)he is not subject to any legal or contractual provisions relating to working hours.
|
•
|
owning, acquiring directly or indirectly an interest in a company carrying out a competing activity of the Company or one of the Group's companies;
|
•
|
entering the service, in particular as an employee, corporate officer or consultant of a company competing, directly or indirectly, with the activities, services and products of the Company or one of the Group's companies;
|
•
|
creating or taking over, directly or indirectly, through an intermediary, an activity of the same or similar nature or a similar activity or to collaborate directly or indirectly, in particular as an employee, corporate officer or consultant in such an activity and, more generally, in any activity relating to the Company's business sector;
|
•
|
from soliciting or approaching, directly or indirectly, any customer, business partner of the Company or one of the Group’s companies or any natural person or legal entity having a business relationship with the Company (supplier or other) or with the Group, with whom the Employee has been in contact during the 12 months preceding the last day worked by the Employee under the Employment Contract for purposes other than the development of the Company, and in particular from encouraging them to cease their business relationship with the Company or one of the Group’s companies.
|
•
|
for the supplementary pension:
|
•
|
for the provident scheme and coverage of health expenses (unless otherwise provided for in the case of health expenses coverage):
|
January 10, 2019
|
Luc VOLATIER
|
|
This entire offer letter is subject to the Coty Board validation
Dear
Luc,
I am pleased to welcome you to Coty Services UK. (“Coty”).
This letter serves to confirm the terms of your offer. Your place of employment will be the Coty
Geneva
office
, Chemin Louis-Hubert, 1-3 - 1213 Petit-Lancy
provided, however, that within the normal course of your duties, you may be required to travel or relocate in accordance with business needs.
|
TITLE AND REPORTING
|
You will be appointed to the role of
Chief Global Supply Chain Officer,
reporting to the Chief Executive Officer
.
You will be member of the Executive Committee of Coty.
|
EFFECTIVE DATE
|
You will commence employment in this role at the latest on
January 14
th
, 2018
(the “Effective Date”).
|
ANNUAL BASE SALARY
|
You will receive an annual base salary of
CHF
650,000
,
payable in accordance with Coty’s payroll practices and applicable law.
|
EMPLOYEE BENEFITS
|
You will be eligible for enrollment in Coty’s benefits plans and programs in effect from time to time for employees generally, subject to the terms and conditions of such plans and programs. Further information regarding these plans and programs will be provided to you on the Effective Date. Coty reserves the right to amend, modify or terminate any of its employee benefit plans or programs at any time and for any reason.
|
ANNUAL BONUS
|
You will be eligible to participate in Coty’s Annual Performance Plan (the “APP”) with a target award of
70%
of your annual base salary. The APP is designed to forge a powerful connection between your and the business’s performance and results, and your rewards. Through the APP, you can earn up to 360% of your target award based on business performance. On or around the Effective Date, you will receive further information regarding the APP. Your participation will be subject to the terms of the APP and contingent upon your entry into the attached restrictive covenant agreement. Your awards will be subject to discretionary review and approval of Coty’s Board of Directors. An APP brochure is attached for preview.
|
EQUITY & LONG-TERM INCENTIVE PLAN
|
You will be eligible to participate in the Coty Equity & Long-Term Incentive Plan (the “ELTIP”) in accordance with its terms. All equity grants are subject to discretionary review and approval of Coty’s Board of Directors. An ELTIP brochure is attached for preview. The annual ELTIP plan is 1 M USD with an initial grant of 1.5 M USD in the first 2 months of your appointment.
|
COTY OWNERSHIP PROGRAM
|
You will be invited to participate in the Coty ownership plan, the Elite program with target investment up to 5 M USD. Further details will be made available on or after the Effective Date.
|
COMPANY CAR
|
You will be provided with use of a company car or a car allowance in accordance with Coty’s policies in the United Kingdom.
|
VACATION
|
You will accrue vacation days pursuant to Coty’s standard vacation policies for its employees as in effect from time to time.
|
RELOCATION
SERVICES
|
Consistent with the
International Transfer Policy "ITP",
the Company will provide the following relocation services:
Relocation Allowance:
The Company shall pay you a relocation allowance, equal to one twelfth of your annual gross base salary, i.e
CHF 54,167
subject to all applicable taxes and withholdings. The purpose of this allowance is to fully compensate all issues or concerns not otherwise dealt with in this Offer Letter. It will be paid to you on the next payroll cycle following your physical relocation, according to the local payroll practices in
Geneva
.
If you voluntarily cancel your move or resign within
twelve (12) months
of your Effective Date, you will be required to reimburse the Company for the total amount of the relocation allowance perceived, in net of social charges and taxes.
Shipment of Household Goods:
The Company will pay all reasonable costs of relocating your household goods from
Amsterdam
to
Geneva
using the most cost efficient mode available. The shipment will be organized through the preferred relocation agent, as determined globally by the Company. Note that any shipment of bulky or heavy items, alcoholic beverages or items prohibited by customs, as well as pets, plants, pianos, vehicles … will not be covered by the Company.
Temporary living:
The Company shall reimburse you upon your arrival for the reasonable costs associated with your temporary housing expenses for a maximum of thirty (30) days. Temporary living may be used prior to your move to
Geneva
, provided the maximum of days is not exceeded. Living expenses (meals and sundry expenses…) will not be covered by the Company. The temporary housing will be directly organized through the preferred relocation agent, as determined globally by the Company.
Housing assistance:
The Company will provide reasonable assistance with securing accommodation for you and your family in the area of
Geneva,
upon your arrival, with the local relocation agency. The Company will also reimburse you for the agency fees associated with securing an accommodation in the area of
London
. Reimbursement will be made via an expense report with appropriate receipts.
Work papers and visa:
The Company will pay the expense associated with securing the appropriate visa documents and work papers for you.
Tax Assistance
:
You are personally responsible for the taxes associated with your income, and expressly exempt the Company and any related companies from any tax or related claims that may arise. The Company will make available to you, and pay the expense of a tax consultant (currently PricewaterhouseCoopers - PwC) for any reasonable tax preparation assistance required for your tax declarations in
the Switzerland
for the
2018/2019
and
2019/2020
tax year. Should your employment be terminated during this period, the tax assistance would cease on the termination date.
|
CONFIDENTIALITY
|
You will not, during your employment with Coty or at any time thereafter, directly or indirectly disclose or use, for your own benefit or the benefit of any third party, any information disclosed to or acquired, developed, learned or known by you as a result of or in connection with your employment with Coty, that is not generally known in the industry in which Coty and its affiliates are engaged or ascertained from public or published information, about Coty and its affiliates (including without limitation its business, products, processes, systems and services, in existence or under development), its customers, vendors and suppliers (“Confidential Information”). You acknowledge that, because Confidential Information is extremely valuable, Coty and its affiliates take appropriate measures to maintain its confidentiality, and that you have an obligation to safeguard and protect Confidential Information from disclosure and use. You agree not to take with you any documents, materials or things that embody or contain Confidential Information when you leave Coty, and to return all such documents, material and things to Coty prior to your departure. If you are ever asked to disclose any Confidential Information, pursuant to legal process or otherwise, you agree to contact Coty and to seek (to the extent permitted by law) Coty’s consent prior to such disclosure. These confidentiality obligations are permanent and do not lapse upon the termination of your employment with Coty.
|
RESTRICTIVE COVENANTS
|
You will be required, as a condition of employment or continued employment, to execute the attached restrictive covenant agreement, which sets forth a reciprocal notice period and obligations you may have with respect to confidentiality, non-competition and non-solicitation.
|
GOVERNING LAW
|
This letter will be governed by the laws of
Switzerland.
Any and all rights of any applicable works council or union will be observed, and Coty will comply with applicable law and works council and collective bargaining agreements associated with your Coty employment.
|
ASSIGNMENT
|
You may not assign any of your rights or obligations under this letter. This letter will be binding upon and inure to the benefit of Coty’s successors and assigns. Without limiting the foregoing, to the extent permissible under applicable law, Coty may assign its rights and delegate its duties hereunder in whole or in part to any transferee of all or a portion of the assets or business to which your employment relates.
|
ENTIRE AGREEMENT
|
This letter contains the entire understanding of you and Coty with respect to its subject matter, and supersedes and replaces all prior agreements and understandings, both written and oral, between you and Coty. You acknowledge and agree that no representations or promises concerning your employment with Coty have been made to you except as specifically set forth in this offer letter. Any amendment to this letter must be made in writing and signed by a duly authorized officer of Coty. You agree that your obligations and restrictions under this letter will continue in accordance with its terms, regardless of any change in your title, position or duties (unless otherwise agreed).
|
|
We look forward to receiving your acceptance of Coty’s offer by signature below by
January 11th, 2019
We hope you share our excitement during this transformational time. We look forward to working together in building a true global leader in beauty.
Should you have any questions, please let us know.
With regards,
/s/ Sebastien Froidefond
Sebastien FROIDEFOND
Chief Human Resources Officer
Attachments:
APP Brochure
ELTIP Brochure and Plan Terms
Restrictive Covenant Agreement
Accepted and agreed:
Luc Volatier
Sign: /s/ Luc Volatier
Print Name: Luc Volatier
Date: 10th January 2019
|
(i)
|
all claims relating to or arising from your employment with the Company, the terms and conditions of that employment, and the termination of that employment;
|
(ii)
|
all claims of employment discrimination or retaliation under any federal, state or local statute or ordinance, public policy or the common law, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Acts of 1866, 1870 and 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the New York State and New York City Human Rights Laws, the New York Labor
Law, the New York Civil Rights Law, the New York Equal Pay Law, the New York Whistleblower Law and the New York Constitution, as such laws have been amended from time to time;
|
(iii)
|
all contract and quasi-contract claims (including, without limitation, claims under the Employment Agreement), claims for promissory estoppel or detrimental reliance, claims for wages, bonuses, incentive compensation, and severance allowances or entitlements (including, without limitation, under the Coty Severance Pay Plan or any other plans, programs, or arrangements of the Company or its affiliates);
|
(iv)
|
all claims for employee benefits, including, without limitation, claims under the Employee Retirement Income Security Act of 1974; provided, however, that nothing in this paragraph 8 is intended to release, diminish, or otherwise affect any vested monies or other vested benefits to which you may be entitled from, under, or pursuant to any savings or retirement plan of the Company;
|
(v)
|
all claims for fraud, fraudulent inducement, slander, libel, defamation, disparagement, negligent or intentional infliction of emotional distress, personal injury, prima facie tort, negligence, compensatory or punitive damages, or any other claim for damages or injury of any
|
(vi)
|
all claims for monetary recovery, including, without limitation, attorneys' fees, experts' fees, medical fees or expenses, costs and disbursements and the like.
|
Coty Inc.
Subsidiary List
as of March 31, 2019
|
|
Entity Name
|
Domestic Jurisdiction
|
Coty Argentina S.A.
|
Argentina
|
Coty Australia Holdings PTY Ltd.
|
Australia
|
Coty Australia Legacy Pty. Limited
|
Australia
|
Coty Australia PTY. Limited
|
Australia
|
Gresham Cosmetics Pty Ltd
|
Australia
|
HFC Prestige International Australia PTY Ltd
|
Australia
|
Jemella Australia Pty Limited
|
Australia
|
Revolver Distribution PTY Ltd.
|
Australia
|
Younique Australia Pty Ltd.
|
Australia
|
Coty Beauty Austria GmbH
|
Austria
|
HFC Prestige Products N.V.
|
Belgium
|
Younique Corporation
|
Belize
|
Coty Brasil Comércio Ltda
|
Brazil
|
Lancaster do Brasil Cosmeticos Ltda.
|
Brazil
|
Savoy Indústria de Cosméticos S.A.
|
Brazil
|
Younique do Brasil Participacoes Ltda.
|
Brazil
|
StarAsia Distributions (Cambodia) Ltd.
|
Cambodia
|
HFC Prestige International Canada, Inc.
|
Canada
|
TJoy Holdings Co. Ltd.
|
Cayman Islands
|
Coty Cosméticos Chile Limitada
|
Chile
|
Coty China Holding Limited
|
China
|
Coty Hong Kong Distribution Ltd.
|
China
|
Coty International Trade (Shanghai) Co., Ltd.
|
China
|
Coty Prestige Shanghai Ltd.
|
China
|
HFC (Shanghai) Cosmetics Co., Ltd
|
China
|
Nanjing Yanting Trade Co. Ltd.
|
China
|
Suzhou Ganon Trading Co., Ltd.
|
China
|
Suzhou Jiahua Biochemistry Co. Ltd
|
China
|
HFC Prestige Service Costa Rica S.R.L.
|
Costa Rica
|
Coty Ceska republika, s.r.o.
|
Czechia
|
GHD Scandinavia ApS
|
Denmark
|
HFC Prestige International Denmark ApS
|
Denmark
|
Coty Holdings UK Limited
|
England and Wales
|
Quest Beauty Limited
|
England and Wales
|
HFC Prestige International Finland Oy
|
Finland
|
Coty S.A.S.
|
France
|
Coty France S.A.S.
|
France
|
Else France S.A.S.
|
France
|
Fragrance Production S.A.S.
|
France
|
GHD France S.á r.l.
|
France
|
HFC Prestige Holding France
|
France
|
Coty Beauty Germany GmbH
|
Germany
|
Coty Brands Management GmbH
|
Germany
|
Coty Germany Holding GmbH
|
Germany
|
Coty Services and Logistics GmbH
|
Germany
|
Ghd Deutschland GmbH
|
Germany
|
HFC Prestige Manufacturing Cologne Germany GmbH
|
Germany
|
HFC Prestige Manufacturing Germany GmbH
|
Germany
|
HFC Prestige Products GmbH
|
Germany
|
HFC Prestige Service Germany GmbH
|
Germany
|
Sebastian Europe GmbH
|
Germany
|
Wella Grundstuecks- und Vermoegensverwalturngs GmbH & Co. KG
|
Germany
|
Zadafo Verwaltungsgesellschaft mbH
|
Germany
|
Coty Hellas S.A.
|
Greece
|
Wella Hellas MEPE
|
Greece
|
Chi Chun Industrial Co. Ltd.
|
Hong Kong
|
Coty Hong Kong Limited
|
Hong Kong
|
Coty INT Hong Kong Limited
|
Hong Kong
|
Coty Prestige Shanghai (HK) Ltd.
|
Hong Kong
|
Coty Prestige Southeast Asia (HK) Limited
|
Hong Kong
|
GHD Hong Kong Limited
|
Hong Kong
|
Ming-De Investment Co. Ltd.
|
Hong Kong
|
Super Globe Holdings Ltd.
|
Hong Kong
|
Younique Hong Kong, Limited
|
Hong Kong
|
Coty Hungary Kft.
|
Hungary
|
Coty India Beauty and Fragrance Products Private Limited
|
India
|
Wella India Private Limited
|
India
|
PT StarAsia Distributions Indonesia
|
Indonesia
|
PT. Coty Prestige Southeast Asia Indonesia
|
Indonesia
|
Coty Ireland Ltd.
|
Ireland
|
Coty UK&I Limited
|
Ireland
|
HFC Prestige Manufacturing Ireland Ltd.
|
Ireland
|
Coty Italia S.R.L.
|
Italy
|
GHD Italia S.r.l.
|
Italy
|
Younique Products Italy S.r.l
|
Italy
|
HFC Prestige Japan Godo Kaisha
|
Japan
|
OPI-Japan K.K.
|
Japan
|
Coty Korea Ltd.
|
Korea, Republic Of
|
HFC Prestige International Holding Luxembourg SARL
|
Luxembourg
|
HFC Prestige International Luxembourg SARL
|
Luxembourg
|
Coty INT Malaysia Sdn. Bhd.
|
Malaysia
|
Coty Prestige Southeast Asia (M) Sdn. Bhd.
|
Malaysia
|
Coty Beauty Mexico, S.A. de C.V.
|
Mexico
|
Coty México, S.A. de C.V.
|
Mexico
|
Galería Productora de Cosméticos, S. de R.L. de C.V.
|
Mexico
|
HFC Cosmetics S. de R.L. de C.V.
|
Mexico
|
HFC Prestige International S. de R.L. de C.V.
|
Mexico
|
YQ Products MEX S.de R.L. de C.V.
|
Mexico
|
Coty Lancaster S.A.M.
|
Monaco
|
Coty B.V.
|
Netherlands
|
Coty Global 1 B.V.
|
Netherlands
|
Coty Global 2 B.V.
|
Netherlands
|
Coty Global 3 B.V.
|
Netherlands
|
Coty Global 4 B.V.
|
Netherlands
|
Coty Global 5 B.V.
|
Netherlands
|
Coty Global Holdings B.V.
|
Netherlands
|
Coty Investments B.V.
|
Netherlands
|
HFC Prestige International Netherlands B.V.
|
Netherlands
|
HFC Prestige International Netherlands Holding B.V.
|
Netherlands
|
Lancaster B.V.
|
Netherlands
|
Younique Products B.V
|
Netherlands
|
Younique Products Cooperatief U.A.
|
Netherlands
|
HFC Prestige International New Zealand Limited
|
New Zealand
|
Jemella New Zealand Limited
|
New Zealand
|
GHD Scandinavia NUF (Norwegian Branch)
|
Norway
|
HFC Prestige International Norway AS
|
Norway
|
Coty Prestige Southeast Asia Philippines, Inc.
|
Philippines
|
Coty Eastern Europe sp. z.o.o.
|
Poland
|
HFC Prestige Service Poland Sp. z.o.o.
|
Poland
|
Wella Prestige Products Portugal S.A.
|
Portugal
|
HFC Prestige International Puerto Rico LLC
|
Puerto Rico
|
Coty Cosmetics Romania SRL
|
Romania
|
Bourjois Paris LLC
|
Russian Federation
|
LLC Capella
|
Russian Federation
|
Russwell Ltd
|
Russian Federation
|
Coty Arabia Trading Company LLC
|
Saudi Arabia
|
Coty Scot 1 LP
|
Scotland
|
Coty Scot 2 LP
|
Scotland
|
Coty Asia Pte. Ltd.
|
Singapore
|
Coty Prestige Southeast Asia Pte. Ltd.
|
Singapore
|
Coty Singapore Pte. Ltd.
|
Singapore
|
Coty Southeast Asia Pte. Limited
|
Singapore
|
HFC Prestige International Operations Switzerland SARL Singapore Branch
|
Singapore
|
HFC Prestige International Singapore Pte. Ltd.
|
Singapore
|
Coty Slovenská Republika s.r.o.
|
Slovakia
|
Coty Beauty South Africa (PTY) Ltd.
|
South Africa
|
Coty South Africa (Proprietary) Limited
|
South Africa
|
Good Hair Day South Africa (Proprietary) Limited
|
South Africa
|
Coty Beauty Spain, S.L.U.
|
Spain
|
Coty Spain S.L., Sociedad Unipersonal
|
Spain
|
GHD Spain, S A U
|
Spain
|
Younique Spain SL
|
Spain
|
HFC Prestige International Sweden AB
|
Sweden
|
Coty International S.a.r.l.
|
Switzerland
|
HFC Prestige International Holding Switzerland Sàrl
|
Switzerland
|
HFC Prestige International Operations Switzerland Sàrl
|
Switzerland
|
HFC Prestige International Switzerland Sàrl
|
Switzerland
|
So Be Cosmetics S.A.
|
Switzerland
|
Coty Prestige (Taiwan) Ltd.
|
Taiwan, Province Of China
|
StarAsia Taiwan Co., Ltd.
|
Taiwan, Province Of China
|
Coty Prestige Southeast Asia (Thailand) Company Limited
|
Thailand
|
HFC Prestige Manufacturing (Thailand) Ltd.
|
Thailand
|
HFC Prestij Satış ve Dağıtım Ltd. Şti.
|
Turkey
|
Coty Distribution Emirates L.L.C.
|
United Arab Emirates
|
Coty Middle East Fzco
|
United Arab Emirates
|
Coty Regional Trading FZE
|
United Arab Emirates
|
HFC Prestige International Operations SARL
|
United Arab Emirates
|
Beamly Ltd.
|
United Kingdom
|
Beauty International Ltd.
|
United Kingdom
|
Bourjois Limited
|
United Kingdom
|
Coty Brands Group Limited
|
United Kingdom
|
Coty Export U.K. Ltd.
|
United Kingdom
|
Coty Manufacturing UK Ltd.
|
United Kingdom
|
Coty Services U.K. Ltd.
|
United Kingdom
|
Coty U.K. Limited
|
United Kingdom
|
Coty UK&I Ltd
|
United Kingdom
|
Del Laboratories (U.K.) Limited
|
United Kingdom
|
ghd BondCo plc
|
United Kingdom
|
GHD Group Holdings Limited
|
United Kingdom
|
GHD Group Limited
|
United Kingdom
|
GHD Holdings Limited
|
United Kingdom
|
HFC Prestige Manufacturing UK Ltd
|
United Kingdom
|
HFC Prestige Products Ltd.
|
United Kingdom
|
HFC Prestige Service UK Ltd
|
United Kingdom
|
Jemella Group (Holdings) Limited
|
United Kingdom
|
Jemella Group Limited
|
United Kingdom
|
Jemella Limited
|
United Kingdom
|
Lancaster Group, Ltd.
|
United Kingdom
|
Lion/Gloria Bidco Limited
|
United Kingdom
|
Lion/Gloria Holdco Limited
|
United Kingdom
|
Lion/Gloria Midco 2 Limited
|
United Kingdom
|
Lion/Gloria Midco 3 Limited
|
United Kingdom
|
Lion/Gloria Midco Limited
|
United Kingdom
|
Lion/Gloria Topco Limited
|
United Kingdom
|
Rimmel International Ltd.
|
United Kingdom
|
GHD Professional, North America, Inc.
|
United States - CA
|
HFC Prestige Products, Inc.
|
United States - CT
|
Beamly Inc.
|
United States - DE
|
Calvin Klein Cosmetic Corporation
|
United States - DE
|
Coty Brands Management Inc.
|
United States - DE
|
Coty Holdings, Inc.
|
United States - DE
|
Coty Inc.
|
United States - DE
|
Coty International LLC
|
United States - DE
|
Coty US Holdings Inc.
|
United States - DE
|
Coty US LLC
|
United States - DE
|
DLI International Holding I LLC
|
United States - DE
|
DLI International Holding II Corp
|
United States - DE
|
Foundation Serviceco, LLC
|
United States - DE
|
Foundation, LLC
|
United States - DE
|
Galleria Co.
|
United States - DE
|
Graham Webb International, Inc.
|
United States - DE
|
HFC Prestige International U.S. LLC
|
United States - DE
|
Launch Beauty LLC
|
United States - DE
|
O P I Products, Inc.
|
United States - DE
|
Rimmel Inc.
|
United States - DE
|
|
/s/Pierre Laubies
|
|
|
Pierre Laubies
|
|
|
Chief Executive Officer
|
|
|
/s/Pierre-André Terisse
|
|
|
Pierre-André Terisse
|
|
|
Chief Financial Officer
|
Date: May 8, 2019
|
/s/Pierre Laubies
|
|
|
Pierre Laubies
|
|
|
Chief Executive Officer
|
Date: May 8, 2019
|
/s/Pierre-André Terisse
|
|
|
Pierre-André Terisse
|
|
|
Chief Financial Officer
|
Equity Award Issuance Date
|
Aggregate Number of Equity Awards Granted
|
Aggregate Number of Shares of Common Stock Issued Upon Vesting or Exercise
|
February 24, 1998
|
1 award of Non-Qualified Stock Options
|
16,670
|
March 12, 1998
|
1 award of Non-Qualified Stock Options
|
16,670
|
June 1, 1998
|
4 awards of Non-Qualified Stock Options
|
54,995
|
June 22, 1998
|
3 awards of Non-Qualified Stock Options
|
103,335
|
June 30, 1998
|
31 awards of Non-Qualified Stock Options
|
745,695
|
June 14, 2000
|
1 award of Restricted Stock
|
9,265
|
July 31, 2001
|
1 award of Restricted Stock
|
7,125
|
October 9, 2001
|
1 award of Restricted Stock
|
4,275
|
October 10, 2001
|
3 awards of Restricted Stock
|
114,250
|
December 31, 2001
|
42 awards of Restricted Stock
|
1,457,190
|
March 29, 2002
|
1 award of Restricted Stock
|
10,690
|
May 13, 2002
|
1 award of Restricted Stock
|
43,750
|
September 27, 2002
|
1 award of Restricted Stock
|
18,750
|
December 6, 2002
|
1 award of Restricted Stock
|
50,000
|
December 11, 2002
|
1 award of Restricted Stock
|
7,125
|
January 1, 2003
|
1 award of Restricted Stock
|
457,000
|
March 11, 2004
|
2 awards of Restricted Stock
|
100,000
|
March 15, 2004
|
1 award of Non-Qualified Stock Options
|
1,670
|
March 26, 2004
|
7 awards of Non-Qualified Stock Options
|
183,005
|
April 8, 2004
|
4 awards of Non-Qualified Stock Options
|
116,835
|
April 30, 2004
|
6 awards of Non-Qualified Stock Options
|
65,685
|
May 31, 2004
|
5 awards of Non-Qualified Stock Options
|
21,100
|
June 30, 2004
|
18 awards of Non-Qualified Stock Options
|
170,480
|
September 30, 2004
|
17 awards of Non-Qualified Stock Options,
2 awards of Restricted Stock
|
579,170
|
October 31, 2004
|
5 awards of Non-Qualified Stock Options
|
53,165
|
November 30, 2004
|
31 awards of Non-Qualified Stock Options
|
1,318,270
|
December 31, 2004
|
23 awards of Non-Qualified Stock Options
|
248,705
|
January 1, 2005
|
5 awards of Non-Qualified Stock Options
|
208,205
|
January 31, 2005
|
45 awards of Non-Qualified Stock Options
|
1,255,015
|
March 31, 2005
|
25 awards of Non-Qualified Stock Options
|
553,230
|
April 30, 2005
|
16 awards of Non-Qualified Stock Options
|
330,065
|
May 31, 2005
|
4 awards of Non-Qualified Stock Options
|
13,840
|
June 30, 2008
|
4 awards of Non-Qualified Stock Options
|
46,250
|
July 31, 2008
|
9 awards of Non-Qualified Stock Options
|
1,706,900
|
September 30, 2008
|
29 awards of Non-Qualified Stock Options
|
1,112,050
|
October 31, 2008
|
42 awards of Non-Qualified Stock Options
|
1,849,650
|
November 28, 2008
|
54 awards of Non-Qualified Stock Options
|
2,078,785
|
December 31, 2008
|
4 awards of Non-Qualified Stock Options
|
1,000,000
|
February 3, 2009
|
48 awards of Non-Qualified Stock Options
|
583,660
|
July 7, 2009
|
45 awards of Non-Qualified Stock Options
|
1,193,950
|
October 2, 2009
|
48 awards of Non-Qualified Stock Options
|
980,400
|
January 4, 2010
|
30 awards of Non-Qualified Stock Options
|
1,472,550
|
April 12, 2010
|
56 awards of Non-Qualified Stock Options
|
1,588,560
|
July 7, 2010
|
16 awards of Non-Qualified Stock Options
|
465,750
|
October 14, 2010
|
8 awards of Non-Qualified Stock Options
|
77,080
|
January 3, 2011
|
26 awards of Non-Qualified Stock Options
|
322,025
|
April 8, 2011
|
12 awards of Non-Qualified Stock Options
|
1,172,000
|
July 11, 2011
|
9 awards of Non-Qualified Stock Options
|
117,400
|
September 23, 2011
|
1 award of Restricted Stock Units,
3 awards of Restricted Stock
|
40,000 (including 30,000 shares of Common Stock issued as Restricted Stock)
|
October 18, 2011
|
10 awards of Non-Qualified Stock Options
|
155,000
|
January 10, 2012
|
17 awards of Non-Qualified Stock Options
|
250,250
|
April 13, 2012
|
12 awards of Non-Qualified Stock Options
|
225,209
|
July 12, 2012
|
36 awards of Non-Qualified Stock Options
|
563,708
|
July 31, 2012
|
1 award of Restricted Stock Units
|
460,375
|
November 12, 2012
|
58 awards of Non-Qualified Stock Options
|
2,137,444
|
December 31, 2012
|
1 award of Restricted Stock Units
|
10,000
|
January 1, 2013
|
2 awards of Restricted Stock Units
|
30,000
|
January 17, 2013
|
27 awards of Non-Qualified Stock Options, 25 awards of Restricted Stock Units
|
761,774 (including 278,509 shares of Common Stock issued as Restricted Stock)
|
February 28, 2013
|
1 award of Restricted Stock Units
|
150
|
April 23, 2013
|
59 awards of Non-Qualified Stock Options,
7 awards of Restricted Stock Units
|
11,405,184 (including 15,530 shares of Common Stock issued as Restricted Stock)
|
June 12, 2013
|
37 awards of Restricted Stock
|
869,770
|
February 9, 2018
|
1 award of Non-Qualified Stock Options
|
26,957
|
February 12, 2018
|
8 awards of Non-Qualified Stock Options
|
213,053
|
February 14, 2018
|
7 awards of Non-Qualified Stock Options
|
122,067
|
February 15, 2018
|
2 awards of Non-Qualified Stock Options
|
86,000
|
February 16, 2018
|
1 award of Non-Qualified Stock Options
|
5,000
|
February 20, 2018
|
1 award of Non-Qualified Stock Options
|
17
|
February 21, 2018
|
2 awards of Non-Qualified Stock Options
|
22,000
|
February 22, 2018
|
1 award of Non-Qualified Stock Options
|
18,000
|
March 5, 2018
|
3 awards of Non-Qualified Stock Options
|
20,000
|
March 6, 2018
|
2 awards of Non-Qualified Stock Options
|
13,000
|
March 8, 2018
|
1 award of Non-Qualified Stock Options
|
37,500
|
March 16, 2018
|
2 awards of Non-Qualified Stock Options
|
30,067
|
April 16, 2018
|
2 awards of Non-Qualified Stock Options
|
30,067
|
April 23, 2018
|
2 awards of Restricted Stock Units
|
1,514
|
April 27, 2018
|
1 award of Non-Qualified Stock Options
|
25,000
|
April 30, 2018
|
1 award of Non-Qualified Stock Options
|
10,000
|
May 4, 2018
|
2 awards of Non-Qualified Stock Options
|
17,000
|
May 7, 2018
|
1 award of Non-Qualified Stock Options
|
15,000
|
May 9, 2018
|
1 award of Non-Qualified Stock Options
|
10,000
|
May 11, 2018
|
4 awards of Non-Qualified Stock Options
|
74,976
|
May 15, 2018
|
1 award of Non-Qualified Stock Options
|
10,000
|
May 22, 2018
|
1 award of Non-Qualified Stock Options
|
48,101
|
May 27, 2018
|
1 award of Restricted Stock Units
|
472
|
May 30, 2018
|
1 award of Non-Qualified Stock Options
|
10,000
|
May 31, 2018
|
1 award of Non-Qualified Stock Options
|
5,000
|
July 5, 2018
|
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
|
2,428 (including 997 shares of Common Stock issued as Restricted Stock)
|
July 10, 2018
|
1 award of Non-Qualified Stock Options
|
20,000
|
July 27, 2018
|
2 awards of Non-Qualified Stock Options
|
15,000
|
August 3, 2018
|
2 awards of Non-Qualified Stock Options
|
5,000
|
August 8, 2018
|
1 award of Non-Qualified Stock Options
|
12,500
|
August 13, 2018
|
1 award of Non-Qualified Stock Options
|
7,000
|
August 24, 2018
|
1 award of Non-Qualified Stock Options
|
5,000
|
September 19, 2018
|
1 award of Non-Qualified Stock Options
|
10,000
|
September 30, 2018
|
104 awards of Restricted Stock Units
|
262,947
|
October 13, 2018
|
4 awards of Restricted Stock Units
|
1,354
|
December 7, 2018
|
2 awards of Non-Qualified Stock Options
|
15,000
|
December 10, 2018
|
3 awards of Non-Qualified Stock Options
|
19,000
|
December 16, 2018
|
1 award of Restricted Stock Units
|
804
|
December 31, 2018
|
1 award of Restricted Stock Units,
2 awards of Restricted Stock
|
3,195 (including 1,653 shares of Common Stock issued as Restricted Stock)
|
January 4, 2019
|
1 award of Non-Qualified Stock Options
|
10,000
|
January 7, 2019
|
8 awards of Non-Qualified Stock Options
|
101,545
|
January 12, 2019
|
4 awards of Restricted Stock
|
99,312
|