UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 2, 2019

 

 

 

LOGO

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Missouri   1-36837   36-4802442
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification Number)

533 Maryville University Drive

St. Louis, Missouri 63141

(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 985-2000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

 

 

 


Explanatory Note.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on January 2, 2019, Energizer Holdings, Inc. (the “ Company ”) completed its acquisition (the “ GBL Acquisition ”) of the global battery, lighting and portable power business (the “GBL Business”) of Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”).

Additionally, as previously reported in a Current Report on Form 8-K filed with the SEC on November 15, 2018, the Company entered into a definitive Acquisition Agreement (the “ GAC  Acquisition Agreement ”) with Spectrum. On the terms and subject to the conditions set forth in the GAC Acquisition Agreement, the Company agreed to acquire from Spectrum (the “ GAC Acquisition ”, and together with the GBL Acquisition, the “ Acquisitions ”) its global auto care business (the “ GAC Business ”, and together with the GBL Business, the “ Acquired Businesses ”).

The Company is filing this Amendment on Form 8-K/A to provide the financial statements of GBL Business, the GAC Business, and the pro forma financial information of the Company giving effect to the Acquisitions required by Items 9.01(a) and 9.01(b) of Form 8-K, and including certain other information related to the GAC Acquisition and related financing transactions.

Item 9.01. Financial Statements and Exhibits.

 

(a)

Financial statements of businesses acquired.

The audited annual combined financial statements of the Acquired Businesses as of September 30, 2018 and 2017 and for the fiscal years ended September 30, 2018, 2017 and 2016, and the notes related thereto, are filed as Exhibits 99.1 and 99.2 (for the GBL Business and GAC Business respectively) hereto and incorporated by reference herein.

 

(b)

Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2018, and the unaudited pro forma condensed combined statement of earnings of the Company for the fiscal year ended September 30, 2018, in each case giving effect to the Acquisitions and certain related transactions, are filed as Exhibit 99.3 hereto and incorporated by reference herein.

 

(d)

Exhibits.

 

23.1    Consent of KPMG, LLP, Independent Auditors for the GBL Business
23.2    Consent of KPMG, LLP, Independent Auditors for the GAC Business
99.1    Audited annual combined financial statements of the GBL Business as of September 30, 2018 and 2017 and for the fiscal years ended, September 30, 2018, 2017 and 2016.
99.2    Audited annual combined financial statements of the GAC Business as of September 30, 2018 and 2017 and for the fiscal years ended, September 30, 2018, 2017 and 2016.
99.3    Unaudited pro forma condensed combined balance sheet as of September 30, 2018, and unaudited pro forma condensed combined statement of earnings of the Company for fiscal year ended September  30, 2018, in each case giving effect to the Acquisitions.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

ENERGIZER HOLDINGS, INC.
By:    /s/ Timothy W. Gorman
  Timothy W. Gorman
  Executive Vice President and Chief Financial Officer

Dated: January 14, 2019

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statement (No. 333-205373) on Form S-8 of Energizer Holdings, Inc. of our report dated December 20, 2018, with respect to the combined balance sheets of Spectrum Brands Global Batteries and Lights Division as of September 30, 2018 and 2017, and the related combined statements of income, comprehensive income, net parent investment and cash flows for each of the years in the three-year period ended September 30, 2018, and the related notes, which report appears in the amendment to Form 8-K of Energizer Holdings, Inc. dated January 14, 2019.

/s/ KPMG LLP

Milwaukee, Wisconsin

January 14, 2019

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the registration statement (No. 333-205373) on Form S-8 of Energizer Holdings, Inc. of our report dated December 21, 2018, with respect to the combined balance sheets of Spectrum Brands Global Auto Care Division as of September 30, 2018 and 2017, and the related combined statements of income, comprehensive income, net parent investment and cash flows for each of the years in the three-year period ended September 30, 2018, and the related notes, which report appears in the amendment to Form 8-K of Energizer Holdings, Inc. dated January 14, 2019.

/s/ KPMG LLP

Milwaukee, Wisconsin

January 14, 2019

Exhibit 99.1

SPECTRUM BRANDS GLOBAL BATTERIES AND LIGHTS DIVISION

(Combined Carve-Out Financial Statements of Global Batteries & Lights Division of Spectrum Brands Holdings, Inc.)

ANNUAL COMBINED FINANCIAL STATEMENTS

As of September 30, 2018 and 2017 and for the fiscal years ended September 30, 2018, 2017 and 2016


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

(Combined Carve-Out Financial Statements of Global Batteries & Lights Division of Spectrum Brands Holdings, Inc.)

TABLE OF CONTENTS

 

     Page  

Report of Independent Auditors

     1  

Combined Balance Sheets

     2  

Combined Statements of Income

     3  

Combined Statements of Comprehensive Income

     3  

Combined Statements of Net Parent Investment

     4  

Combined Statements of Cash Flows

     5  

Notes to Combined Financial Statements

     6  


Report of Independent Auditors

The Audit Committee

Spectrum Global Batteries and Lighting:

Report on the Financial Statements

We have audited the accompanying combined financial statements of Spectrum Global Batteries and Lighting, which comprise the combined balance sheets as of September 30, 2018 and 2017, and the related combined statements of income, comprehensive income, net parent investment, and cash flows for the years ended September 30, 2018, 2017 and 2016, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Spectrum Global Batteries and Lighting as of September 30, 2018 and 2017, and the results of their operations and their cash flows for the years ended September 30, 2018, 2017 and 2016, in accordance with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Milwaukee, Wisconsin

December 20, 2018

 

1


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

Combined Balance Sheets

As of September 30, 2018 and 2017

 

     As of
September 30,
 

(in millions)

   2018     2017  

Assets

    

Trade receivables, net

   $ 98.5   $ 108.6

Other receivables

     23.0     12.4

Inventories

     127.8     119.7

Prepaid expenses and other current assets

     28.5     31.1
  

 

 

   

 

 

 

Total current assets

     277.8     271.8

Property, plant and equipment, net

     142.9     141.7

Deferred charges and other

     9.5     11.5

Deferred income taxes

     2.3     31.9

Goodwill

     195.5     197.8

Intangible assets, net

     269.5     281.3
  

 

 

   

 

 

 

Total assets

   $ 897.5   $ 936.0
  

 

 

   

 

 

 

Liabilities and Net Parent Investment

    

Current portion of capital lease obligations

   $ 5.9   $ 5.6

Accounts payable

     131.5     137.3

Accrued wages and salaries

     24.5     24.2

Other current liabilities

     37.7     36.1
  

 

 

   

 

 

 

Total current liabilities

     199.6     203.2

Capital lease obligations, net of current portion

     39.5     41.4

Deferred income taxes

     62.0     107.7

Other long-term liabilities

     16.5     19.7
  

 

 

   

 

 

 

Total liabilities

     317.6     372.0

Net parent investment

     637.7     626.5

Accumulated other comprehensive loss

     (57.8     (62.5
  

 

 

   

 

 

 

Total net parent investment

     579.9     564.0
  

 

 

   

 

 

 

Total liabilities and net parent investment

   $ 897.5   $ 936.0
  

 

 

   

 

 

 

See accompanying notes to the combined financial statements

 

2


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

Combined Statements of Income

Years ended September 30, 2018, 2017 and 2016

 

     Year ended September 30,  

(in millions)

   2018      2017     2016  

Net sales

   $ 870.5    $ 865.6   $ 840.7

Cost of goods sold

     564.3      539.3     524.9
  

 

 

    

 

 

   

 

 

 

Gross profit

     306.2      326.3     315.8

Selling

     64.5      63.2     62.2

General and administrative

     125.7      129.8     113.6

Research and development

     11.8      10.9     10.9
  

 

 

    

 

 

   

 

 

 

Total operating expenses

     202.0      203.9     186.7
  

 

 

    

 

 

   

 

 

 

Operating income

     104.2      122.4     129.1

Interest expense

     1.9      1.6     1.5

Other non-operating expense (income), net

     1.1      (0.1     0.8
  

 

 

    

 

 

   

 

 

 

Income before income taxes

     101.2      120.9     126.8

Income tax expense

     21.4      36.4     67.5
  

 

 

    

 

 

   

 

 

 

Net income

   $ 79.8    $ 84.5   $ 59.3
  

 

 

    

 

 

   

 

 

 

See accompanying notes to the combined financial statements.

SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

Combined Statements of Comprehensive Income

Years ended September 30, 2018, 2017, and 2016

 

     Year ended September 30,  

(in millions)

   2018     2017     2016  

Net Income

   $   79.8   $   84.5   $   59.3

Other comprehensive income (loss)

      

Foreign currency translation gain (loss)

     0.5     1.2     (8.7

Unrealized gain (loss) on derivative instruments

      

Unrealized gain (loss) on hedging activity before reclassification

     4.2     1.5     6.2

Loss (gain) on hedging activity reclassified from accumulated other comprehensive income

     1.6     (6.4     1.9
  

 

 

   

 

 

   

 

 

 

Unrealized gain (loss) on hedging instruments after reclassification

     5.8     (4.9     8.1

Deferred tax effect

     1.5     (1.4     1.6
  

 

 

   

 

 

   

 

 

 

Net unrealized gain (loss) on hedging derivative instruments

     4.3     (3.5     6.5

Defined benefit pension (loss) gain

      

Defined benefit pension loss before reclassification

     (0.1     —         (0.3

Loss reclassified from accumulated other comprehensive income

     —         0.2     0.4
  

 

 

   

 

 

   

 

 

 

Defined benefit pension (loss) gain after reclassification

     (0.1     0.2     0.1

Deferred tax effect

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Net defined benefit pension (loss) gain

     (0.1     0.2     0.1
  

 

 

   

 

 

   

 

 

 

Net change in comprehensive income

     4.7     (2.1     (2.1
  

 

 

   

 

 

   

 

 

 

Comprehensive income

   $ 84.5   $ 82.4   $ 57.2
  

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements

 

3


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHT DIVISION

Combined Statement of Net Parent Investment

Years ended September 30, 2018, 2017 and 2016

 

(in millions)

   Net Parent
Investment
    Accumulated
Other
Comprehensive
Income
    Total  

Balances at September 30, 2015

   $ 669.6   $ (58.3   $ 611.3

Net income

     59.3     —         59.3

Foreign currency translation loss

     —         (8.7     (8.7

Defined benefit pension gain

     —         0.1     0.1

Unrealized gain on hedging activity

     —         6.5     6.5

Net transfer to Parent

     (67.0     —         (67.0
  

 

 

   

 

 

   

 

 

 

Balances at September 30, 2016

     661.9     (60.4     601.5

Net income

     84.5     —         84.5

Foreign currency translation gain

     —         1.2     1.2

Defined benefit pension gain

     —         0.2     0.2

Unrealized loss on hedging activity

     —         (3.5     (3.5

Net transfer to Parent

     (119.9     —         (119.9
  

 

 

   

 

 

   

 

 

 

Balances as of September 30, 2017

     626.5     (62.5     564.0

Net income

     79.8     —         79.8

Foreign currency translation gain

     —         0.5     0.5

Defined benefit pension loss

     —         (0.1     (0.1

Unrealized gain on hedging activity

     —         4.3     4.3

Net transfer to Parent

     (68.6     —         (68.6
  

 

 

   

 

 

   

 

 

 

Balances as of September 30, 2018

   $ 637.7   $ (57.8   $ 579.9
  

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements

 

4


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

Combined Statements of Cash Flows

Years ended September 30, 2018, 2017 and 2016

 

     Year ended September 30,  

(in millions)

   2018     2017     2016  

Cash flows from operating activities

      

Net income

   $ 79.8   $ 84.5   $ 59.3

Adjustments to reconcile net income to net cash from operating activities:

      

Depreciation on property plant and equipment

     23.5     19.9     18.0

Amortization of intangible assets

     9.9     9.9     10.0

Share based compensation

     3.0     8.3     8.3

Deferred tax (benefit) expense

     (15.6     4.0     (2.2

Net changes in operating assets and liabilities:

      

Receivables

     0.1     (12.7     (1.5

Inventories

     (8.1     4.9     (3.6

Prepaid expenses and other current assets

     1.4     (0.9     (6.8

Accounts payable and accrued liabilities

     (6.5     42.6     (8.0

Other

     8.8     (9.0     23.9
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     96.3     151.5     97.4

Cash flows from investing activities

      

Purchases of property, plant and equipment

     (22.3     (22.3     (21.2

Proceeds from sale of assets

     1.2     —         —    
  

 

 

   

 

 

   

 

 

 

Net cash used by investing activities

     (21.1     (22.3     (21.2

Cash flows from financing activities

      

Net transfer to Parent

     (71.6     (128.2     (75.3

Payment of capital lease obligations

     (3.6     (1.0     (0.9
  

 

 

   

 

 

   

 

 

 

Net cash used by financing activities

     (75.2     (129.2     (76.2
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —         —         —    

Cash and cash equivalents, beginning of period

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ —       $ —       $ —    
  

 

 

   

 

 

   

 

 

 

Non cash investing activities

      

Acquisition of property, plant and equipment through capital leases

   $ 7.6   $ 14.8   $ 11.6

See accompany notes to the combined financial statements

 

5


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 1 - DESCRIPTION OF BUSINESS

The accompanying combined financial statements include the historical accounts of Spectrum Global Batteries & Lights Division (“GBL”) of Spectrum Brands Holdings, Inc. (“SBH” or “Parent”) consisting of consumer batteries and battery-powered portable lighting products primarily in the North America (“NA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions, and select countries in eastern Europe in the European, Middle East & Africa (“EMEA”) region; and specifically excludes consumer batteries and lighting products within the rest of the EMEA region. GBL also manufactures and sells hearing aid batteries under several brand names and private labels for many major hearing aid device manufacturers for all regions. Consumer batteries consists of alkaline batteries, zinc carbon batteries, nickel metal hydride (NiMH) rechargeable batteries and battery chargers primarily under the Rayovac ® and VARTA ® brands. Additionally, GBL manufactures alkaline batteries for third parties who sell under their own private labels. GBL also offers a broad line of battery-powered portable lighting products including flashlights and lanterns under the Rayovac ® and VARTA ® brands, and other proprietary brand names pursuant to licensing arrangements with third parties. Other specialty battery products include keyless entry batteries, portable chargers and coin cells for use in watches, cameras, calculators, communications equipment, and medical instruments.

Energizer Holdings, Inc.

On January 15, 2018, SBH entered into a definitive Acquisition Agreement (“Agreement”) with Energizer Holdings, Inc. (“Energizer”) on January 15, 2018, where Energizer will acquire from SBH the GBL business for an aggregate purchase price of $2.0 billion in cash, subject to customary purchase price adjustments. The Agreement provides that Energizer will purchase the equity of certain subsidiaries of SBH and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GBL business. In the Agreement, SBH and Energizer have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the acquisition, SBH will be subject to certain business conduct restrictions with respect to its operation of the GBL business. SBH and Energizer have agreed to indemnify each other for losses arising from certain breaches of the Agreement and for certain other matters. In particular, SBH has agreed to indemnify Energizer for certain liabilities relating to the assets retained by SBH, and Energizer has agreed to indemnify SBH for certain liabilities assumed by Energizer, in each case as described in the Agreement. SBH and Energizer have agreed to enter into related agreements ancillary to the acquisition that will become effective upon the consummation of the acquisition, including a customary transition services agreement and reverse transition services agreement.

The consummation of the acquisition is subject to certain customary conditions, including, among other things, (i) the absence of a material adverse effect on GBL, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracy of the representations and warranties of the parties generally subject to a customary material adverse effect standard (as described in the Agreement) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the Agreement. The consummation of the transaction is not subject to any financing condition. On March 29, 2018, the Federal Trade Commission allowed the expiration of the 30-day Hart-Scott-Rodino waiting period, which in effect provides US regulatory approval of the sale. Refer to Note 14 – Subsequent Events for further development over the Energizer acquisition and other required regulatory approvals subsequent to September 30, 2018.

 

6


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 1 - DESCRIPTION OF BUSINESS (continued)

 

The Agreement also contains certain termination rights, including the right of either party to terminate the Agreement if the consummation of the acquisition has not occurred on or before July 15, 2019 (the “Termination Date”). Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to Energizer’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then Energizer would be required to pay SBH a termination fee of $100 million.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) from the combined financial statements and accounting records of SBH using the historical results of GBL segment operations and historical cost basis of the assets and liabilities that comprise GBL. These financial statements have been prepared solely to demonstrate its historical results of operations, financial position, and cash flows for the indicated periods under SBH’s management. All intercompany balances and transactions within GBL have been eliminated. Transactions and balances between GBL and SBH and its subsidiaries are reflected as related party transactions and are considered to be effectively settled at the time the transaction is incurred, therefore no intercompany balances are reflected as outstanding on the combined financial statements. Discrete financial information was not available for GBL within certain legal entities of SBH with shared operations including the operations of GBL and other SBH businesses. Certain transactions of SBH are not recorded by GBL but at the legal entity level of the Parent or its subsidiary. For shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amounts to GBL discussed further in Note 13 – Related Parties .

Certain costs related to the GBL have been allocated from the Parent. Those costs are derived from multiple levels of the organization including geographic business unit expenses, product line expenses, shared corporate expenses, and fees from the Parent. GBL receives service and support functions from SBH and its subsidiaries and are dependent upon SBH and its subsidiaries’ ability to perform these services and support functions. The costs associated with these services and support functions have been allocated to GBL using the most meaningful respective allocation methodologies which were primarily based on proportionate sales, headcount, direct labor costs or other measures of GBL or its Parent. These allocated costs are primarily related to corporate administrative expenses, employee related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the functional groups such as accounting and finance services, human resources, information technology, facilities, legal services and contract support, tax and treasury management, corporate compliance and risk management, and other corporate and other corporate and infrastructural services.

The assets and liabilities related to GBL are primarily specifically identified as assets and liabilities of the business. In some instances, assets and liabilities may be considered shared with GBL other businesses of the Parent or its subsidiary, where they are allocated based upon an allocation methodology that is primarily based on proportionate sales, headcount or other measures of GBL or its Parent. In particular, property plant and equipment not specifically identified as a component of GBL operations, but shared with GBL and other businesses of the Parent or its subsidiary, are allocated to the predominant user of the facility, if one can be determined. Shared assets consist of corporate headquarters, shared service facilities, shared distribution centers, and sales offices, among others. Predominant user is based upon the proportionate net sales, headcount, square

 

7


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

footage, and other measures deemed reasonable to define usage of the assets. When GBL is recognized as the predominant user of the assets, the asset is recognized as property plant and equipment on the combined balance sheet, a usage charge is assessed on the other businesses of SBH for use of the asset and recognized as a reduction to general & administrative expenses on the combined statement of income. When GBL is not recognized as the predominant user of the asset, the asset is not recognized on the combined balance sheet.

SBH uses a centralized approach to cash management and financing its operations. As a result, substantially all cash is commingled with corporate funds and is not specifically identifiable to GBL. The net results of these transactions between GBL and SBH are reflected as net parent investment in the combined balance sheets. In addition, the net parent investment represents SBH’s interest in the net assets of GBL and the cumulative net investment by SBH in GBL through the dates presented. Outside of certain capital leases of GBL operations, there is no debt that is specifically identified or attributable to GBL and therefore not recognized on the combined balance sheet.

As described in Note 10 – Income Taxes , current and deferred income taxes and related tax expenses have been determined based on the stand-alone results of GBL by applying Accounting Standards Codification 740, Income Taxes (ASC 740), issued by the Financial Accounting Standards Board (FASB), to the GBL operations in each country as if it were a separate taxpayer.

Management believes the assumptions and allocations underlying the combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by SBH to be a reasonable reflection of the utilization of services provided to or the benefit received by the GBL during the periods presented relative to the total costs incurred by SBH. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had GBL been an entity that operated independently of SBH. Actual costs that would have been incurred if GBL has been a stand-alone company would depend upon multiple factors, including organization structure and strategic decision made in various areas, including information technology and infrastructure. Consequently, future results of operations should the GBL be separated from SBH will include costs and expenses that may be materially different than historical results of operations, financial position, and cash flows. Accordingly, the financial statements for these periods are not indicative of the future results of operations, financial position, and cash flows.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Combination

All significant intercompany accounts and transactions within GBL have been eliminated in the preparation of the accompanying combined financial statements. All significant intercompany transactions with SBH are deemed to have been paid in the period the cost was incurred.

 

8


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

Cash and Cash Equivalents

Treasury activities, including activities related to GBL, are centralized by SBH such that cash collections are distributed to SBH and reflected as net parent investment. As a result, GBL does not recognize cash on its combined financial statements.

Receivables

Trade receivables are carried at net realizable value. GBL extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history, but generally does not require collateral. GBL monitors its customers’ credit and financial condition based on changing economic conditions and will make adjustments to credit policies as required. Provisions for losses on uncollectible trade receivables are determined based on ongoing evaluations of GBL’s receivables, principally on the basis of historical collection experience and evaluations of the risks of nonpayment or return for a given customer. The allowance for uncollectible receivables was $4.5 million and $3.8 million as of September 30, 2018 and 2017, respectively.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first out (FIFO) method. See Note 4 – Inventory for further detail.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Property, plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset; such amortization is included in depreciation expense. GBL uses accelerated depreciation methods for income tax purposes. Useful lives for property, plant and equipment are as follows:

 

Asset Type

   Range

Buildings and improvements

   20 - 40 years

Machinery and equipment

   2 - 15 years

Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. Gains and losses are recorded on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received.

Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or an adverse change in legal factors or in GBL climate, among others, may trigger an impairment review. If such indicators are present, GBL performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset. If impairment is determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events identified that necessitated an impairment test over property, plant and equipment. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. See Note 5 – Property, plant and equipment for further detail.

 

9


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

Goodwill

Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized, but instead is assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to reporting unit. GBL consist of a single reporting unit.

An annual impairment test is performed in the fourth quarter of its fiscal year. The Company may first perform a qualitative assessment to determine if it is more likely than not that an impairment exists to necessitate the need for a quantitative assessment. When a qualitative assessment is performed and an impairment is determined to be more likely than not, the quantitative assessment is performed by comparing the fair value of the business to its carrying value, including goodwill. In estimating the fair value, we use a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables. If the fair value of a reporting unit is less than its carrying value, an impairment loss would be recognized equal to that excess; however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. See Note 6 – Goodwill and Intangible Assets for further detail.

Intangible Assets

Intangible assets are recorded at cost or at estimated fair value if acquired in a business combination. Customer lists, proprietary technology and certain trade name intangibles are amortized, using the straight-line method, over their estimated useful lives. The range and weighted average useful lives for definite-lived intangibles assets are as follows:

 

Asset Type

   Range    Weighted
Average

Customer relationships

   15 - 20 years    20 years

Technology assets

   17 years    17 years

Definite-lived intangible assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable. If indicators of potential impairment are identified, GBL performs an undiscounted cash flow analysis to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows expected to be generated by the asset did not exceed its carrying value. If impairment is determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events that necessitated an impairment test of definite-lived intangible assets.

Certain trade name intangible assets have an indefinite life and are not amortized; but instead are assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. GBL performs its annual impairment test in the fourth quarter of its fiscal year. Impairment of indefinite lived intangible assets is assessed by comparing the estimated fair value of the identified trade names to their carrying value to determine if potential impairment exists. If the fair value is less than the carrying value, an impairment loss is recorded for the excess. The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others. See Note 6 – Goodwill and Intangible Assets for further detail.

 

10


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

Financial Instruments

GBL participates in the Parent’s foreign currency exchange rate and raw material price exposure hedging program to reduce earnings and cash flow volatility associated with foreign currency exchange rate changes and changes in raw material pricing. Derivative financial instruments are used by the Parent principally in the management of its interest rate, foreign currency exchange rate and raw material price exposures.

The Parent does not hold or issue derivative financial instruments for trading or speculative purposes. Derivative assets and liabilities are reported at fair value in the Combined Balance Sheets. When hedge accounting is elected at inception, the Parent formally designates the financial instrument as a hedge of a specific underlying exposure and documents both the risk management objectives and strategies for undertaking the hedge. Depending on the nature of derivatives designated as hedging instruments, changes in fair value are either offset against the change in fair value of the hedged assets or liability through earnings, or recognized in equity through other comprehensive income until the hedged item is recognized. Any ineffective portion of a financial instrument’s change in fair value is recognized in earnings. For derivatives that do not qualify for hedge accounting treatment, the change in the fair value is recognized in earnings. See Note 8 – Derivatives for further detail.

Revenue Recognition

GBL recognizes revenue from product sales generally upon delivery to the customer or at the shipping point in situations where the customer picks up the product or where delivery terms so stipulate. This represents the point at which title and risks and rewards of ownership of the product are passed, provided that there are no uncertainties regarding customer acceptance, there is persuasive evidence that an arrangement exists, the price to the buyer is fixed or determinable and ability to collect is deemed reasonably assured. The provision for customer returns is based on historical sales and returns and other relevant information. GBL estimates and accrues the cost of returns, which are treated as a reduction of Net Sales.

GBL enters into promotional arrangements, primarily with retail customers, that entitle such retailers to earn rebates from GBL. These arrangements require GBL to estimate and accrue the costs of these programs, which are treated as a reduction of Net Sales. GBL also enters into promotional arrangements that target the ultimate consumer. The costs associated with such arrangements are treated as either a reduction in Net Sales or an increase in Cost of Goods Sold, based on the type of promotional program. GBL monitors its commitments under all promotion arrangements and uses various measures, including past experience, to estimate the earned, but unpaid, promotional costs. The terms of GBL’s customer-related promotional arrangements and programs are tailored to each customer and documented through written contracts, correspondence or other communications with the individual customers.

GBL also enters into various arrangements, primarily with retail customers, which require GBL to make upfront cash payments in order to secure the right to distribute through such customers. GBL capitalizes these payments provided the payments are supported by a time or volume based arrangement with the retailer, and amortizes the associated payment over the appropriate time or volume-based term of the arrangement. Capitalized payments are reported in the Combined Balance Sheets as Deferred Charges and Other Assets and related amortization is treated as a reduction in Net Sales.

GBL has a broad range of customers including many large retail outlet chains, one of which accounts for a significant percentage of its sales volume. This major customer represented approximately 11%, 12% and 13% of net sales during years ended September 30, 2018, 2017 and 2016, respectively.

 

11


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

Shipping and Handling Costs

Shipping and handling costs include costs incurred with GBL third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare GBL’s products for shipment at distribution facilities. Shipping and handling costs was $44.5 million, $41.3 million and $38.6 million during the years ended September 30, 2018, 2017 and 2016, respectively. Shipping and handling costs are included in Selling Expenses in the Combined Statements of Income.

Advertising Costs

Advertising costs include agency fees and other costs to create advertisements, as well as costs paid to third parties to print or broadcast advertisements and are expensed as incurred. GBL incurred advertising costs of $5.7 million, $3.6 million and $1.9 million during the years ended September 30, 2018, 2017 and 2016, respectively. Advertising costs are included in Selling Expenses in the Combined Statements of Income.

Research and Development Costs

Research and development costs are charged to expense in the period they are incurred.

Environmental Expenditures

Environmental expenditures that relate to current operations or to conditions caused by past operations are expensed or capitalized as appropriate. GBL determines its liability for environmental matters on a site-by-site basis and records a liability at the time when it is probable that a liability has been incurred and such liability can be reasonably estimated. The estimated liability is not reduced for possible recoveries from insurance carriers. Estimated environmental remediation expenditures are included in the determination of the net realizable value recorded for assets held for sale. See Note 12 – Commitments and Contingencies for further detail.

Employee Benefits

GBL participates in various defined benefit plans sponsored by the Parent or its subsidiary that is shared amongst its businesses, including GBL. For shared plans, the participation of these plans is reflected in these combined financial statements as though GBL participates in a multi-employer plan with the other businesses of SBH and a proportionate share of the cost is reflected in the combined statements of income, while the asset and liabilities of such plans are retained by SBH. A liability for shared plans would be recognized by GBL to the extent there is any unpaid contributions to the multi-employer plan. There were no unpaid contributions as of September 30, 2018 and 2017. In certain jurisdictions, the Parent or its subsidiary sponsors a plan that is solely or predominantly for employees attributable to GBL operations. For plans directly attributable to GBL operations, the plans are recognized under a single employer method in these combined financial statements. See Note 9 – Employee Benefit Plans for further information.

Income Taxes

Income taxes as presented herein attribute current and deferred income taxes of SBH to the GBL stand-alone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by ASC 740. Accordingly, GBL income tax provision was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of

 

12


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

the combined group as if the group member were a separate taxpayer and a stand-alone enterprise. As a result, actual tax transactions included in the combined financial statements of SBH may not be included in the separate Combined Financial Statements of GBL. Similarly, the tax treatment of certain items reflected in the separate Combined Financial Statements of GBL may not be reflected in the combined financial statements and tax return of SBH; therefore, such items as net operating losses, credit carryforwards, and valuation allowances may exist in the stand-alone financial statements that may or may not exist in the SBH consolidated financial statements.

The breadth of GBL’s operations and the global complexity of tax regulations require assessments of uncertainties and judgements in estimating the taxes that GBL will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcome of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business.

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of GBL assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. It is the Parent’s policy to include accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

In general, the taxable income (loss) of U.S. GBL entities was included in SBH’s U.S. tax returns and, where applicable, in certain jurisdictions around the world. As such, separate income tax returns were not prepared for many GBL entities. Consequently, income taxes currently payable are deemed to be payable to SBH in the period the liability arose and income taxes currently receivable are deemed to be receivable from SBH in the period that a refund could have been recognized by GBL had GBL been a separate taxpayer.

Foreign Currency Translation

For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resulting translation adjustments are reported, net of their related tax effects, as a component of Net Parent Investment. Assets and liabilities denominated in other than the functional currency are re-measured into the functional currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period. Foreign currency transaction losses were $1.1 million, $0.4 million and $1.7 million for the years ended September 30, 2018, 2017 and 2016, respectively. Foreign currency transaction gains and losses for transactions denominated in a currency other than the functional currency are recorded in Other Non-Operating Expense (Income), Net on the Combined Statements of Income.

Net Parent Investment

GBL equity on the Combined Balance Sheet represents the Parent’s net investment in GBL and is presented as Net Parent Investment in lieu of stockholders’ equity. The Statement of Changes in Net Parent Investment account includes assets and liabilities incurred by the Parent on behalf of GBL such as accrued liabilities related

 

13


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

to corporate allocations including administrative expenses for legal, accounting, treasury, information technology, human resources and other services. Other assets and liabilities recorded by Parent, whose related expenses have been pushed down to GBL, are also included in Net Parent Investment.

All transactions reflected in Net Parent Investment in the accompanying Combined Balance Sheet have been considered cash receipts and payments for purposes of the Combined Statements of Cash Flows and are reflected in financing activities in the accompanying Combined Statements of Cash Flows.

Earnings per share data has not been presented in the accompanying Combined Financial Statements because GBL does not operate as a separate legal entity with its own capital structure.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU requires revenue recognition to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract and performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. This ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the updates recognized at the date of the initial application along with additional disclosures. The ASU becomes effective for us beginning in the first quarter of our fiscal year ending September 30, 2019. We have performed an assessment over the impact of the pronouncement to GBL, including a detailed assessment over contracts with our customers and the impact to our policies, processes and control environment. Based upon the results of our assessment and implementation, we have determined that the impact of adoption to the combined financial statements is not material and there were no matters identified that were considered significant for changes in disclosure. We plan to adopt the ASU retrospectively with the cumulative effect of initially applying the update at the date of initial application in the first quarter of the fiscal year ending September 30, 2019.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which supersedes the lease requirements in ASC 840, Leases . This ASU requires lessees to recognize lease assets and liabilities on the balance sheet, as well as disclosing key information about leasing arrangements. Although the new ASU requires both operating and finance leases to be disclosed on the balance sheet, a distinction between the two types still exists as the economics of leases can vary. The ASU can be applied using a modified retrospective approach, with a number of optional practical expedients relating to the identification and classification of leases that commenced before the effective date, along with the ability to use hindsight in the evaluation of lease decisions, that entities may elect to apply. As a result, the ASU will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020, with early adoption applicable. We have not measured the impact of adoption at this point in our assessment and have not concluded on the overall materiality of the impact of adoption to the combined financial statements, or determined the method and timing of adoption.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires an

 

14


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

employer to disaggregate the service cost component from the other components of net periodic pension costs within the statement of income. The amendment provides guidance requiring the service cost component to be recognized consistent with other compensation costs arising from service rendered by employees during the period, and all other components to be recognized separately outside of the subtotal of income from operations. The ASU is applied on a retrospective basis, and will become effective for us in the first quarter of the year ending September 30, 2019. The net periodic benefit costs for the years ended September 30, 2018, 2017 and 2016 was $0.5 million, $0.6 million and $0.3 million, respectively; of which the service cost component was $0.1 million, $0.1 million and $0.1 million, respectively; and other components were $0.4 million, $0.5 million, and $0.2 million, respectively.

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815) , which changes the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results. The amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP, better aligning the entity’s risk management activities and financial reporting for hedging relationships. The ASU can only be applied prospectively, and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020, with early adoption available, based upon the Parent’s effective date requirements as a public company. We are currently assessing the impact this pronouncement will have on the combined financial statements of GBL and have not yet concluded on the materiality or timing of the adoption.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the GBL’s financial assets and liabilities are defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified using a fair value hierarchy that is based upon the observability of inputs used in measuring fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about hypothetical transactions in the absence of market data. Fair value measurements are classified under the following hierarchy:

 

   

Level 1 - Unadjusted quoted prices for identical instruments in active markets.

 

   

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

   

Level 3 - Significant inputs to the valuation model are unobservable.

GBL utilizes valuation techniques that attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. GBL’s derivatives are valued on a recurring basis using internal models, which are based on market observable inputs including both forward and spot prices for currencies and commodities, which are generally based on quoted or observed market prices (Level 2). The fair value of certain derivative financial instruments is estimated using pricing models based on contracts with similar terms and risks. Modeling techniques assume market correlation and volatility, such as using prices of one delivery point to calculate the price of the contract’s different delivery point. In addition, by applying a credit reserve which is calculated based on credit default swaps or published default probabilities for the actual and potential asset value, the fair value of GBL’s derivative financial instrument assets reflects the risk that the counterparties to these contracts may

 

15


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

default on the obligations. Likewise, by assessing the requirements of a reserve for non-performance which is calculated based on the probability of default by GBL, GBL adjusts its derivative contract liabilities to reflect the price at which a potential market participant would be willing to assume GBL’s liabilities. GBL has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. The fair values of derivative instruments are as follows. See Note 8 – Derivatives for additional detail:

 

     As of September 30,  
     2018      2017  

(in millions)

   Carrying
Amount
     Fair Value      Carrying
Amount
     Fair Value  

Derivative Assets

   $ 0.6    $ 0.6    $ 3.0    $ 3.0

Derivative Liabilities

   $ 3.7    $ 3.7    $ 4.6    $ 4.6

The carrying values of receivables, payables and accrued expenses approximate fair value based on the short-term nature of these assets and liabilities. The carrying value of capital lease obligations approximate fair value. The carrying values of goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3).

NOTE 4 - INVENTORY

Inventory consists of the following:

 

     As of September 30,  

(in millions)

   2018      2017  

Raw materials

   $ 33.9    $ 27.6

Work-in-process

     21.7      18.8

Finished goods

     72.2      73.3
  

 

 

    

 

 

 
   $ 127.8    $ 119.7
  

 

 

    

 

 

 

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

 

     As of September 30,  

(in millions)

   2018      2017  

Land, buildings and improvements

   $ 34.6    $ 37.2

Machinery, equipment and other

     180.6      170.7

Capital leases

     55.6      51.9

Construction in progress

     17.1      17.9
  

 

 

    

 

 

 

Property, plant and equipment

   $ 287.9    $ 277.7

Accumulated depreciation

     (145.0      (136.0
  

 

 

    

 

 

 

Property, plant and equipment, net

   $ 142.9    $ 141.7
  

 

 

    

 

 

 

Depreciation expense from property, plant and equipment for the years ended September 30, 2018, 2017 and 2016 was $23.5 million, $19.9 million, and $18.0 million, respectively.

 

16


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

 

NOTE 6 - GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following:

 

     As of September 30,  

(in millions)

   2018      2017  

Goodwill - beginning balance

   $ 197.8    $ 195.7

Foreign currency impact

     (2.3      2.1
  

 

 

    

 

 

 

Goodwill - ending balance

   $ 195.5    $ 197.8
  

 

 

    

 

 

 

There was no impairment on goodwill recognized during the fiscal years ended September 30, 2018, 2017 and 2016.

Certain tradename intangible assets have an indefinite life and are not amortized. Indefinite-lived intangible assets were $165.1 million and $165.7 million as of September 30, 2018 and 2017, respectively. There was no impairment loss on indefinite-lived trade names for the years ended September 30, 2018, 2017 and 2016. The carrying value and accumulated amortization for definite lived intangible assets subject to amortization are as follows:

 

     As of September 30,  
     2018      2017  

(in millions)

   Gross
Carrying
Amount
     Accumulated
Amortization
    Net      Gross
Carrying
Amount
     Accumulated
Amortization
    Net  

Customer relationships

   $ 168.5    $ (76.4   $ 92.1    $ 170.5    $ (68.8   $ 101.7

Technology assets

     26.5      (14.2     12.3      26.5      (12.6     13.9
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 195.0    $ (90.6   $ 104.4    $ 197.0    $ (81.4   $ 115.6
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Amortization expense from intangible assets was $9.9 million, $9.9 million, and $10.0 million for the years ended September 30, 2018, 2017 and 2016, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, GBL anticipates the annual amortization expense of intangible assets for the next five fiscal years will be as follows:

 

(in millions)

   Amortization  

2019

   $ 10.0

2020

     10.0

2021

     10.0

2022

     10.0

2023

     10.0

 

17


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

 

NOTE 7 - LEASES

Capital Leases

Future minimum lease payments on capital leases as of September 30, 2018 are as follows:

 

(in millions)

   Total  

2019

   $ 7.0

2020

     6.8

2021

     6.7

2022

     6.5

2023

     5.0

Thereafter

     19.2
  

 

 

 

Total minimum lease payments

     51.2

Interest

     (5.8
  

 

 

 

Total capital lease obligations

   $ 45.4
  

 

 

 

Operating Leases

Leases primarily pertain to land, buildings and equipment that expire at various times through July 2026. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the leases. Rent expense was $1.2 million, $2.0 million, and $1.3 million for the years ended September 30, 2018, 2017 and 2016, respectively. Future minimum rental commitments under non-cancelable operating leases as of September 30, 2018 are as follows:

 

(in millions)

   Amount  

2019

   $ 1.3

2020

     0.8

2021

     0.7

2022

     0.7

2023

     0.6

Thereafter

     1.7
  

 

 

 

Total minimum lease payments

   $ 5.8
  

 

 

 

NOTE 8 - DERIVATIVES

Derivative financial instruments are used by GBL principally in the management of its foreign currency exchange rate and raw material price exposures. GBL does not hold or issue derivative financial instruments for trading purposes. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the effective portion of the derivative is reported as a component of Other Comprehensive Income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

Cash Flow Hedges

Commodity Swaps. GBL is exposed to risk from fluctuating prices for raw materials, specifically zinc used in its manufacturing processes. GBL hedges a portion of the risk associated with the purchase of these materials

 

18


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 8 - DERIVATIVES (continued)

 

through the use of commodity swaps. The hedge contracts are designated as cash flow hedges with the fair value changes recorded in Other Comprehensive Income and as a hedge asset or liability, as applicable. The unrecognized changes in fair value of the hedge contracts are reclassified from AOCI into earnings when the hedged purchase of raw materials also affects earnings. The swaps effectively fix the floating price on a specified quantity of raw materials through a specified date. At September 30, 2018, GBL had a series of zinc swap contracts outstanding through March 2020 with derivative net losses estimated to be reclassified from AOCI into earnings over the following 12 months of $2.4 million, net of tax. GBL had the following commodity swap contracts outstanding as of September 30, 2018 and 2017:

 

     September 30, 2018      September 30, 2017  

(in millions, except notional)

   Notional
Amount
     Contract
Value
     Notional
Amount
     Contract
Value
 

Zinc swap contracts

     7.4 Tons      $ 22.6      7.6 Tons      $ 20.7

Foreign exchange contracts. GBL periodically enters into forward foreign exchange contracts to hedge the risk from forecasted foreign currency denominated third party and intercompany sales or payments. These obligations generally require GBL to exchange foreign currencies for Euros. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange rates related to material purchases. Until the purchase is recognized, the fair value of the related hedge is recorded in Other Comprehensive Income and as a hedge asset or liability, as applicable. At the time the purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to purchase price variance in Cost of Goods Sold on the Combined Statements of Income. At September 30, 2018, GBL had foreign exchange contracts outstanding through March 2020 with derivative net gains estimated to be reclassified from AOCI into earnings over the following 12 months of $0.4 million, net of tax. At September 30, 2018 and 2017, GBL had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $19.1 million and $92.4 million, respectively.

Derivative Contracts Not Designated As Hedges for Accounting Purposes

Commodity Swaps. GBL periodically enters into commodity swap contracts to economically hedge the risk from fluctuating prices for raw materials, specifically the pass-through of market prices for silver used in manufacturing purchased watch batteries. GBL hedges a portion of the risk associated with these materials through the use of commodity swaps. The swap contracts are designated as economic hedges with the unrealized gain or loss recorded in earnings and as an asset or liability at each period end. The unrecognized changes in fair value of the hedge contracts are adjusted through earnings when the realized gains or losses affect earnings upon settlement of the hedges. During the years ended September 30, 2018, 2017 and 2016, the realized gains and losses were less than $0.1 million. The swaps effectively fix the floating price on a specified quantity of silver through a specified date. At September 30, 2018, GBL had a series of commodity swaps outstanding through February 2020. GBL had the following outstanding commodity swap contracts outstanding as of September 30, 2018 and 2017:

 

     September 30, 2018      September 30, 2017  

(in millions, except notional)

   Notional
Amount
     Contract
Value
     Notional
Amount
     Contract
Value
 

Silver

     30.4 troy oz.      $ 0.5      20.9 troy oz.      $ 0.4

 

19


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 8 - DERIVATIVES (continued)

 

Fair Value of Derivative Instruments

The fair value of outstanding derivative instruments is as follows:

 

(in millions)

  

Line Item

   As of
September 30,
 
   2018      2017  

Derivative Assets

        

Commodity swaps - designated as hedge

   Other receivables    $ 0.1    $ 2.8

Commodity swaps - designated as hedge

   Deferred charges and other      —        0.2

Foreign exchange contracts - designated as hedge

   Other receivables      0.5      —    
     

 

 

    

 

 

 

Total Derivative Assets

      $ 0.6    $ 3.0
     

 

 

    

 

 

 

Derivative Liabilities

        

Commodity swaps - designated as hedge

   Accounts payable    $ 3.3    $ —    

Commodity swaps - designated as hedge

   Other long-term liabilities      0.4      —    

Foreign exchange contracts - designated as hedge

   Accounts payable      —          4.1

Foreign exchange contracts - designated as hedge

   Other long-term liabilities      —          0.5
     

 

 

    

 

 

 

Total Derivative Liabilities

      $ 3.7    $ 4.6
     

 

 

    

 

 

 

GBL is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. GBL monitors counterparty credit risk on an individual basis by periodically assessing each such counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. GBL considers these exposures when measuring its credit reserves on its derivative assets, which was less than $0.1 million for the years ended September 30, 2018 and 2017.

GBL standard contracts do not contain credit risk related contingent features whereby GBL would be required to post additional cash collateral as a result of a credit event. However, GBL is typically required to post collateral in the normal course of business to offset its liability positions. As of September 30, 2018, there was $1.1 million of posted cash collateral and no posted standby letters of credit related to such liability positions. As of September 30, 2017, there was no cash collateral outstanding or posted standby letters of credit.

 

20


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 8 - DERIVATIVES (continued)

 

The following table summarizes the impact of the effective and ineffective portions of designated hedges and the gain (loss) recognized in the Combined Statement of Income for the years ended September 30, 2018, 2017 and 2016.

 

     Effective Portion    

Ineffective portion

 

For the year ended

September 30, 2018 (in millions)

   Gain
(Loss)

in OCI
   

Reclassified to Earnings

 
 

Line Item

   Gain
(Loss)
   

Line Item

   Gain
(Loss)
 

Commodity swaps

   $ 3.0   Cost of goods sold    $ 2.4   Cost of goods sold    $ —    

Foreign exchange contracts

     1.2   Cost of goods sold      (4.0   Cost of goods sold      —    
  

 

 

      

 

 

      

 

 

 

Total

   $ 4.2      $ (1.6      $ —    
  

 

 

      

 

 

      

 

 

 
     Effective Portion    

Ineffective portion

 

For the year ended

September 30, 2017 (in millions)

   Gain
(Loss)

in OCI
   

Reclassified to Earnings

 
 

Line Item

   Gain
(Loss)
   

Line Item

   Gain
(Loss)
 

Commodity swaps

   $ 4.9   Cost of goods sold    $ 4.7   Cost of goods sold    $ —    

Foreign exchange contracts

     (3.4   Cost of goods sold      1.7   Cost of goods sold      —    
  

 

 

      

 

 

      

 

 

 

Total

   $ 1.5      $ 6.4      $ —    
  

 

 

      

 

 

      

 

 

 
     Effective Portion    

Ineffective portion

 

For the year ended

September 30, 2016 (in millions)

   Gain
(Loss)

in OCI
   

Reclassified to Earnings

 
 

Line Item

   Gain
(Loss)
   

Line Item

   Gain
(Loss)
 

Commodity swaps

   $ 4.6   Cost of goods sold    $ (2.3   Cost of goods sold    $ —    

Foreign exchange contracts

     1.6   Cost of goods sold      0.4   Cost of goods sold      —    
  

 

 

      

 

 

      

 

 

 

Total

   $ 6.2      $ (1.9      $ —    
  

 

 

      

 

 

      

 

 

 

NOTE 9 - EMPLOYEE BENEFIT PLANS

Shared Plans

GBL participates in U.S. and Non-U.S. defined benefit pension plans as though they are participants in a multi-employer plan with the other businesses of SBH. The proportionate share of cost for these plans is allocated based on active employee headcount. The following is a summary of costs reflected in the combined statements of income. These figures do not represent cash payment to the parent company or its plans.

 

     Year ended
September 30,
 

(in millions)

   2018      2017      2016  

US Plan

   $ (0.2    $ 0.1    $ (0.4

Non-US Plan

     1.9      2.2      1.7
  

 

 

    

 

 

    

 

 

 
   $ 1.7    $ 2.3    $ 1.3
  

 

 

    

 

 

    

 

 

 

 

21


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 9 - EMPLOYEE BENEFIT PLANS (continued)

 

Single Employer Plans

GBL participates in Non-U.S. defined benefit plans in Brazil and Guatemala that predominantly consist of employees attributable to GBL operations. The following tables provide additional information on GBL’s single employer plans as of September 30, 2018 and 2017:

 

(in millions)

   2018     2017  

Changes in benefit obligation:

    

Benefit obligation, beginning of year

   $ 3.9   $ 3.9

Service cost

     0.1     0.1

Interest cost

     0.4     0.5

Actuarial (gain) loss

     0.1     (0.3

Benefits paid

     (0.7     (0.4

Foreign currency exchange rate changes

     (0.4     0.1
  

 

 

   

 

 

 

Benefit obligation, end of year

   $ 3.4   $ 3.9
  

 

 

   

 

 

 

Changes in plan assets:

    

Fair value of plan assets, beginning of year

   $ —       $ —    

Employer contributions

     0.7     0.4

Benefits paid

     (0.7     (0.4
  

 

 

   

 

 

 

Fair value of plan assets, end of year

   $ —       $ —    
  

 

 

   

 

 

 

Funded Status

   $ (3.4   $ (3.9
  

 

 

   

 

 

 

Weighted average assumptions

    

Discount rate

     10.22 - 13.20     9.17 - 13.40

Rate of compensation increase

     5.50     5.50

The following table contains the components of net periodic benefit cost for GBL’s single employer plans for the years ended September 30, 2018, 2017 and 2016.

 

     Year ended September 30,  

(in millions)

   2018     2017     2016  

Service cost

   $ 0.1   $ 0.1   $ 0.1

Interest cost

     0.4     0.5     0.5

Recognized net actuarial loss

     —         —         (0.3
  

 

 

   

 

 

   

 

 

 

Net periodic benefit cost

   $ 0.5   $ 0.6   $ 0.3
  

 

 

   

 

 

   

 

 

 

Weighted average assumptions

      

Discount rate

     9.17 - 13.40%       11.76 - 13.50%       13.50 - 13.81%  

Rate of compensation increase

     5.50%       5.50%       5.50%  

The discount rate is used to calculate the projected benefit obligation. The discount rate used is based on the rate of return on government bonds as well as current market conditions of the respective countries where the plans are established. There are no dedicated plan assets in single employer plans.

 

22


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 9 - EMPLOYEE BENEFIT PLANS (continued)

 

The following benefit payments are expected to be paid:

 

(in millions)

   Amount  

2019

   $ 0.3

2020

     0.4

2021

     0.4

2022

     0.3

2023

     0.6

2024-2027

     2.7

NOTE 10 - INCOME TAXES

Income tax expense was calculated based upon the following components of income from operations before income taxes for the years ended September 30, 2018, 2017, and 2016:

 

     Year ended September 30,  

(in millions)

   2018      2017      2016  

United States

   $ 20.7    $ 30.2    $ 39.3

Outside the United States

     80.5      90.7      87.5
  

 

 

    

 

 

    

 

 

 

Income from operations before income taxes

   $ 101.2    $ 120.9    $ 126.8
  

 

 

    

 

 

    

 

 

 

The components of income tax expense for the years ended September 30, 2018, 2017 and 2016 are as follows:

 

     Year ended September 30,  

(in millions)

   2018      2017      2016  

Current tax expense:

        

U.S. Federal

   $ 19.1    $ 16.8    $ 46.2

Foreign

     14.6      14.9      22.5

State and local

     3.3      0.7      1.0
  

 

 

    

 

 

    

 

 

 

Total current tax expense

     37.0      32.4      69.7

Deferred tax (benefit) expense:

        

U.S. Federal

     (19.9      (2.3      (3.1

Foreign

     6.3      6.4      1.2

State and local

     (2.0      (0.1      (0.3
  

 

 

    

 

 

    

 

 

 

Total deferred tax expense

     (15.6      4.0      (2.2
  

 

 

    

 

 

    

 

 

 

Income tax expense

   $ 21.4    $ 36.4    $ 67.5
  

 

 

    

 

 

    

 

 

 

 

23


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

The following reconciles the total income tax expense, based on the U.S. Federal statutory income tax rate of 24.5% for the year ended September 30, 2018 and 35% for the year ended September 30, 2017 and 2016, with GBL’s recognized income tax expense:

 

     Year ended September 30,  

(in millions)

   2018      2017      2016  

U.S. Statutory federal income tax expense

   $ 24.8    $ 42.3    $ 44.4

Permanent items

     3.1      (0.3      (0.1

Tax reform act - US rate change

     (21.3      —          —    

Tax reform act - Mandatory repatriation

     14.3      —          —    

Residual tax on foreign earnings

     —          2.6      3.2

Domestic production activities deduction

     —          (0.8      (1.1

Foreign statutory rate vs. U.S. statutory rate

     0.1      (8.5      (8.1

State income taxes, net of federal effect

     1.2      0.5      0.8

Unrecognized tax expense (benefit)

     0.6      3.6      28.9

Research and development tax credits

     (0.8      (1.4      (0.6

Return to provision adjustments and other, net

     (0.6      (1.6      0.1
  

 

 

    

 

 

    

 

 

 

Income tax expense

   $ 21.4    $ 36.4    $ 67.5
  

 

 

    

 

 

    

 

 

 

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of September 30, 2018 and 2017 are as follows:

 

     As of
September 30,
 

(in millions)

   2018      2017  

Deferred tax assets

     

Employee benefits

   $ 3.1    $ 10.5

Inventories and receivables

     3.5      2.9

Marketing and promotional accruals

     0.9      0.8

Property, plant and equipment

     4.9      6.0

Unrealized losses

     0.1      0.1

Intangibles

     2.0      2.0

Net operating loss and credit carry forwards

     16.5      21.2

Other

     7.2      7.4
  

 

 

    

 

 

 

Total deferred tax assets

     38.2      50.9

Deferred tax liabilities

     

Property, plant and equipment

     1.7      1.0

Unrealized gains

     0.1      0.1

Intangibles

     75.3      104.8

Taxes on unremitted foreign earnings

     0.1      0.2

Other

     1.7      1.6
  

 

 

    

 

 

 

Total deferred tax liabilities

     78.9      107.7
  

 

 

    

 

 

 

 

24


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

     As of
September 30,
 

(in millions)

   2018      2017  

Net deferred tax liabilities

     (40.7      (56.8

Valuation allowance

     (19.0      (19.0
  

 

 

    

 

 

 

Net deferred tax liabilities, net valuation allowance

   $ (59.7    $ (75.8
  

 

 

    

 

 

 

Reported as:

     

Deferred income taxes (noncurrent asset)

     2.3      31.9

Deferred income taxes (noncurrent liability)

     62.0      107.7

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a dividends received deduction for dividends from foreign subsidiaries and imposing a tax on deemed repatriated accumulated earnings of foreign subsidiaries. The Tax Reform Act reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. GBL’s applicable U.S. statutory tax rate for Fiscal 2018 is approximately 24.5%.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, GBL revalued its ending net deferred tax liabilities at December 31, 2017 and recognized $21.3 million of tax benefit in GBL’s net income from continuing operations for the year ended September 30, 2018.

The Tax Reform Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”). GBL had an estimated $102.0 million of undistributed foreign E&P subject to the deemed mandatory repatriation and recognized a provisional $14.3 million of income tax expense in GBL’s net income from continuing operations for the year ended September 30, 2018 The mandatory repatriation is payable by the Parent, therefore none of the repatriation liability is included in the GBL combined financial statements as of September 30, 2018 The provisional tax expense for the mandatory repatriation is based on currently available information and additional information needs to be prepared, obtained and analyzed in order to determine the final amount, including further analysis of certain foreign exchange gains or losses, earnings and profits, foreign tax credits, and estimated cash and cash equivalents as of the measurement dates in the Tax Reform Act. Tax effects for changes to these items will be recorded in a subsequent quarter, as discrete adjustments to our income tax provision, once complete.

The Tax Reform Act also contains additional limits on deducting compensation, including performance-based compensation, in excess of $1 million paid to certain executive officers for any fiscal year, effective with GBL’s Fiscal 2019 tax year. GBL’s future compensation payments will be subject to these limits, which could impact the Company’s effective tax rate.

GBL continues to review the anticipated impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) on GBL, which are not effective until fiscal year 2019. GBL has not recorded any impact associated with either GILTI or BEAT in the tax rate for the year ended September 30, 2018. The FASB allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or treating such taxes as a current-period expense when incurred. Due to the complexity of calculating GILTI under the new law, we have not determined which method we will apply.

 

25


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

In response to the enactment of the Tax Reform Act, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. SAB 118 allows registrants to record provisional amounts during a one year measurement period in a manner similar to accounting for business combinations. GBL has recognized the provisional tax impacts related to deemed repatriated earnings and included these amounts in its consolidated financial statements. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions GBL has made, additional regulatory guidance that may be issued, and actions GBL may take as a result of the Tax Reform Act.

GBL’s U.S. operating results have historically been included in the Parent’s combined US Federal and state income tax returns, and certain non-U.S. operating results have historically been included in combined non-U.S. income tax returns. The provisions for income taxes in the combined financial statements have been determined on a separate return basis as if GBL filed its own tax returns. Management considered and weighed the available evidence, both positive and negative, to determine whether it is more-likely-than-not that some portion, or all, of GBL’s deferred tax assets will not be realized. As a result, GBL recorded a valuation allowance in the amount of $19.0 million for the years ended September 30, 2018 and 2017. The deferred tax assets upon which valuation allowances were recorded consisted primarily of non-US net operating losses.

The operations comprising GBL are in various legal entities that are a part of the Parent’s organizational structure. The Parent provides residual U.S. and foreign deferred taxes on earnings to the extent they cannot be repatriated in a tax-free manner. As of September 30, 2018, GBL recorded $0.1 million residual U.S. and foreign deferred taxes on GBL earnings attributable to jurisdictions and entities on which the Parent recorded residual U.S. and foreign deferred taxes.

During the year ended September 30, 2018, GBL provided $2.7 million in domestic tax expense on earnings deemed to be repatriated under subpart F of the US tax law.

During the year ended September 30, 2017, the Parent concluded that sufficient evidence existed that substantially all of its non-US subsidiaries had invested or would invest their respective undistributed earnings indefinitely or that the earnings would be remitted in a tax-free manner. As a result, GBL recognized approximately $2.4 million in tax benefit for reducing the deferred tax liability on those earnings that had been established in prior years. GBL provided residual tax expense of $5.3 million on earnings deemed to be repatriated under subpart F of the U.S. tax law for the year ended September 30, 2017. The residual taxes were recorded as deferred tax liabilities.

During the year ended September 30, 2016, GBL provided $1.9 million of residual taxes on undistributed foreign earnings and $1.4 million in tax expense on earnings deemed to be repatriated under subpart F of the U.S. tax law. The residual taxes from foreign earnings were recognized as deferred tax liabilities.

As of September 30, 2018, GBL had Brazil net operating loss carryforwards (“NOLs”) of $43.5 million with a tax benefit of $14.8 million. These NOLs have an indefinite carryforward period. GBL projects, as of September 30, 2018, that tax benefits related to Brazil NOLs will not be used and has provided a full valuation allowance against these deferred tax assets.

 

26


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

GBL is subject to audit examinations at federal, state, and local levels by tax authorities in those jurisdictions. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of these challenges is subject to uncertainty.

The total amount of unrecognized tax benefits at September 30, 2018 and 2017 were $11.7 million and $11.5 million respectively. If recognized in the future, $11.7 million of the unrecognized tax benefits as of September 30, 2018 will impact the effective tax rate. GBL recognizes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2018 and 2017 GBL had $0.4 million of accrued interest and penalties related to uncertain tax positions. The impact of income tax expense related to interest and penalties for the years ended September 30, 2018, 2017 and 2016 was a net decrease of $0.1 million, net decrease of $0.6 million and a net increase of $0.9 million, respectively. The following table summarizes the changes to the amount of unrecognized tax benefits for the years ended September 30, 2018, 2017 and 2016:

 

(in millions)

   2018      2017      2016  

Unrecognized tax benefits, beginning of year

   $ 11.5    $ 29.3    $ 1.3

Gross increase – tax positions in prior period

     0.4      3.2      25.3

Gross decrease – tax positions in prior period

     (2.5      (0.1      (0.1

Gross increase – tax positions in current period

     2.4      2.0      2.8

Settlements

     —          (22.9      —    

Lapse of statutes of limitations

     (0.1      —          —    
  

 

 

    

 

 

    

 

 

 

Unrecognized tax benefits, end of year

   $ 11.7    $ 11.5    $ 29.3
  

 

 

    

 

 

    

 

 

 

The decrease in unrecognized tax benefits for the year ended September 30, 2017 includes a reduction of $22.9 million from an unfavorable court ruling regarding the German tax treatment of certain assets as amortizable. The reduction did not impact income tax expense in the year ended September 30, 2017 since the Parent also reduced the corresponding income tax receivable. GBL is continuing to maintain tax contingency reserves for certain portions of this case that are still under review.

The increase in unrecognized tax benefits for the year ended September 30, 2016 includes a $25.5 million expense to record a tax contingency reserve for the tax exposure subject to the German Federal Court ruling received in the year ended September 30, 2016. During the year ended September 30, 2016 a local court had ruled against the characterization of certain assets as amortizable under Germany tax law.

GBL files income tax returns in the U.S. federal jurisdiction and various states, local and foreign jurisdictions and is subject to ongoing examination by the various taxing authorities. GBL’s major taxing jurisdictions are the U.S., United Kingdom, Germany and Brazil. In the U.S., federal tax filings for years prior to and including GBL’s fiscal year ended September 30, 2013 are closed. Filings in various U.S. state and local jurisdictions are also subject to audit and to date no significant audit matters have arisen. As of September 30, 2018, certain of GBL’s legal entities are undergoing income tax audits. GBL cannot predict the ultimate outcome of the examinations; however, it is reasonably possible that during the next twelve months some portion of previously unrecognized tax benefits could be recognized.

NOTE 11 - SHARE BASED COMPENSATION

GBL participates in the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (the “Equity Plan”) of the Parent through the use of time based and performance-based Restricted Stock Units (“RSUs”).

 

27


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 11 - SHARE BASED COMPENSATION (continued)

 

Compensation expense of its RSUs is measured based on the fair value of the award as determined by the market price of SBH shares of common stock on the grant date; and recognizes those costs on a straight-line basis over the requisite period of the awards. Certain RSUs are performance-based awards that are dependent upon achieving specified financial metrics of the consolidated SBH group over a designated period of time. SBH also provides for a portion of its annual management incentive compensation plan to be paid in common stock of SBH, in lieu of cash payment. In addition to stock compensation for employees directly attributable to GBL, stock compensation for employees attributable to corporate and shared operations were allocated on a proportional basis of combined sales and headcount.

Share based compensation expense recognized by GBL for the years ended September 30, 2018, 2017 and 2016 were $3.0 million, $8.3 million, and $8.3 million, respectively. The remaining unrecognized pre-tax compensation cost for GBL is not material.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

GBL is a defendant in various litigation matters generally arising out of the ordinary course of business. GBL does not believe that any of the matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity, or cash flows.

GBL has provided for the estimated costs of $0.6 million and $0.8 million as of September 30, 2018 and 2017, respectively, associated with environmental remediation activities at some of its current and former manufacturing sites. GBL believes that any additional liability in excess of the amounts provided that may result from resolution of these matters, will not have a material adverse effect on the combined financial condition, results of operations or cash flows of GBL.

NOTE 13 - RELATED PARTIES

GBL does not sell or purchase product from other businesses of SBH. The Combined Statements of Income include allocations for certain support functions that are provided on a centralized basis by the Parent and subsequently recorded at the business unit level, such as expenses related to employee benefits, finance, human resources, risk management, information technology, facilities, legal, tax and treasury management, corporate compliance and risk management, among others. These expenses have been allocated to GBL on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of combined sales, headcount or other measures of GBL or its Parent. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the Parent, are reasonable. Nevertheless, the combined financial statements may not include all actual expense that would have been incurred by GBL and may not reflect the combined results of operations, financial position and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if GBL had been a stand-alone company would depend upon multiple factors, including organization structure and strategic decisions made in various areas, including information technology and infrastructure. For the years ended September 30, 2018, 2017 and 2016, the general corporate expenses allocated to GBL were $5.0 million, $5.3 million, and $4.6 million, respectively. General corporate expenses are recognized as General & Administrative Expenses on the Combine Statements of Income.

SBH has shared assets that consist of shared service facilities, shared distribution centers, and sales offices, among others, that are used for SBH operations including the operations of GBL. The property, plant and

 

28


SPECTRUM BRANDS GLOBAL BATTERIES & LIGHTS DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 13 - RELATED PARTIES (continued)

 

equipment for shared assets predominantly used by GBL are recognized in the Combined Balance Sheets and the cost for usage by other business of SBH was recognized as a reduction to General & Administrative Expenses on the Combined Statements of Income. For the years ended September 30, 2018, 2017 and 2016, charges to other SBH businesses for shared assets was $2.4 million.

GBL also uses corporate facilities and technology infrastructure at SBH corporate headquarters as its global headquarters and research and development labs. There were no individual businesses of SBH that are considered a predominant user of the SBH corporate headquarters; and therefore a proportionate share of the costs for the corporate headquarters was allocated to GBL for rent and use of shared assets. Shared asset cost for the use of the SBH headquarters is recognized as General & Administrative Expenses on the Combined Statements of Income. For the years ended September 30, 2018, 2017, and 2016, the shared asset cost was $2.5 million, $2.4 million, and $2.1 million, respectively.

GBL participates in a centralized cash management and financing programs of SBH. Disbursements are made through centralized accounts payables which are operated by SBH. Cash receipts are transferred to centralized accounts, also maintained by SBH. As cash is disbursed and received by SBH, it is accounted for by GBL through SBH Net Parent Investment. All short and long-term debt is financed by SBH and financing decisions for subsidiaries is determined by centralized SBH treasury operations, with the exception of certain capital lease obligations directly attributable to GBL operations that are recognized on the Combined Balance Sheets.

NOTE 14 - SUBSEQUENT EVENTS

In connection with the preparation of the combined financial statements, GBL evaluated subsequent events through December 20, 2018, the date the combined financial statements were available to be issued and include the subsequent events discussed below.

Energizer Holdings, Inc.

On November 15, 2018, SBH entered into an amended acquisition agreement with Energizer for the previously disclosed sale of GBL to Energizer, to address a proposed remedy that Energizer submitted for consideration to the European Commission for review, including a potential downward adjustment to the purchase price of up to $200 million contingent upon the remedy with the European Commission. On December 11, 2018, SBH and Energizer received clearance from the EC for the proposed acquisition and have now received all outstanding approvals necessary to complete the transaction and expect to close in January 2019. The EC approval is conditional on the divestiture of the Varta ® consumer battery, chargers, portable power and portable lighting business in Europe, Middle East and Africa region, including manufacturing and distribution facilities in Germany (the “Varta Divestment Business”). Energizer will retain the rights to the Varta ® brand in the rest of the world, as well as Spectrum’s global Rayovac ® branded consumer and hearing aid batteries business. Energizer has disclosed their intent to begin the formal divestiture process immediately following the closing of the acquisition and complete the divestiture of the Varta Divestment Business during the first half of the calendar year 2019.

 

29

Exhibit 99.2

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

(Combined Carve-Out Financial Statements of Global Auto Care Division of Spectrum Brands Holdings, Inc.)

ANNUAL COMBINED FINANCIAL STATEMENTS

As of September 30, 2018 and 2017 and for the fiscal years ended September 30, 2018, 2017 and 2016


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

(Combined Carve-Out Financial Statements of Global Auto Care Division of Spectrum Brands Holdings, Inc.)

TABLE OF CONTENTS

 

     Page  

Report of Independent Auditors

     1  

Combined Balance Sheets

     2  

Combined Statements of Income

     3  

Combined Statements of Comprehensive Income

     3  

Combined Statements of Net Parent Investment

     4  

Combined Statements of Cash Flows

     5  

Notes to Combined Financial Statements

     6  


Report of Independent Auditors

The Audit Committee

Spectrum Brands Global Auto Care Division

Report on the Financial Statements

We have audited the accompanying combined financial statements of Spectrum Brands Global Auto Care Division, which comprise the combined balance sheets as of September 30, 2018 and 2017, and the related combined statements of income, comprehensive income, net parent investment, and cash flows for the years ended September 30, 2018, 2017 and 2016, and the related notes to the combined financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Spectrum Brands Global Auto Care Division as of September 30, 2018 and 2017, and the results of their operations and their cash flows for the years ended September 30, 2018, 2017 and 2016, in accordance with U.S. generally accepted accounting principles.

/s/ KPMG LLC

Milwaukee, Wisconsin

December 21, 2018

 

1


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Combined Balance Sheets

As of September 30, 2018 and 2017

 

     As of September 30,  

(in millions)

   2018     2017  

Assets

    

Trade receivables, net

   $ 55.3   $ 53.2

Other receivables

     4.6     3.8

Inventories

     74.4     68.6

Prepaid expenses and other current assets

     3.9     7.4
  

 

 

   

 

 

 

Total current assets

     138.2     133.0

Property, plant and equipment, net

     58.2     58.4

Deferred charges and other

     1.8     2.3

Goodwill

     841.8     934.8

Intangible assets, net

     384.4     395.1
  

 

 

   

 

 

 

Total assets

   $ 1,424.4   $ 1,523.6
  

 

 

   

 

 

 

Liabilities and Net Parent Investment

    

Current portion of capital lease obligations

   $ 0.4   $ 0.3

Accounts payable

     54.6     42.6

Accrued wages and salaries

     3.7     4.5

Accrued expenses and other

     16.4     16.2
  

 

 

   

 

 

 

Total current liabilities

     75.1     63.6

Capital lease obligations, net of current portion

     32.3     32.5

Deferred income taxes

     72.4     109.1

Other long-term liabilities

     2.1     6.4
  

 

 

   

 

 

 

Total liabilities

     181.9     211.6

Net parent investment

     1,248.8     1,316.6

Accumulated other comprehensive loss

     (6.3     (4.6
  

 

 

   

 

 

 

Total net parent investment

     1,242.5     1,312.0
  

 

 

   

 

 

 

Total liabilities and net parent investment

   $ 1,424.4   $ 1,523.6
  

 

 

   

 

 

 

See accompanying notes to the combined financial statements

 

2


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Combined Statements of Income

Years ended September 30, 2018, 2017 and 2016

 

     Years ended September 30,  

(in millions)

   2018     2017      2016  

Net sales

   $ 465.6   $ 446.9    $ 453.7

Cost of goods sold

     275.6     216.0      213.9

Restructuring and related charges

     9.2     17.6      —    
  

 

 

   

 

 

    

 

 

 

Gross profit

     180.8     213.3      239.8

Selling

     17.1     16.9      15.5

General and administrative

     89.8     91.9      91.3

Research and development

     4.1     4.0      3.6

Restructuring and related charges

     9.2     6.7      5.3

Write-off for impairment of goodwill

     92.5     —          —    
  

 

 

   

 

 

    

 

 

 

Total operating expenses

     212.7     119.5      115.7
  

 

 

   

 

 

    

 

 

 

Operating (loss) income

     (31.9     93.8      124.1

Interest expense

     2.1     1.5      —    

Other non-operating expense, net

     0.2     —          1.6
  

 

 

   

 

 

    

 

 

 

(Loss) Income before income taxes

     (34.2     92.3      122.5

Income tax (benefit) expense

     (24.7     30.9      41.9
  

 

 

   

 

 

    

 

 

 

Net (loss) income

   $ (9.5   $ 61.4    $ 80.6
  

 

 

   

 

 

    

 

 

 

See accompanying notes to the combined financial statements.

SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Combined Statements of Comprehensive Income

Years ended September 30, 2018, 2017, and 2016

 

     Years ended September 30,  

(in millions)

   2018     2017     2016  

Net (loss) income

   $ (9.5   $   61.4   $   80.6

Other comprehensive income (loss)

      

Foreign currency translation (loss) income

     (2.2     2.5     (4.8

Unrealized gain (loss) on derivative instruments

      

Unrealized gain (loss) on hedging activity before reclassification

         0.3     (0.7     —    

Loss on hedging activity reclassified from accumulated other comprehensive income

     0.3     —         —    
  

 

 

   

 

 

   

 

 

 

Unrealized gain (loss) on hedging instruments after reclassification

     0.6     (0.7     —    

Deferred tax effect

     0.1     (0.2     —    
  

 

 

   

 

 

   

 

 

 

Net unrealized gain (loss) on hedging derivative instruments

     0.5     (0.5     —    

Net change in comprehensive (loss) income

     (1.7     2.0     (4.8
  

 

 

   

 

 

   

 

 

 

Comprehensive (loss) income

   $ (11.2   $ 63.4   $ 75.8
  

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements

 

3


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Combined Statement of Net Parent Investment

Years ended September 30, 2018, 2017 and 2016

 

(in millions)

   Net Parent
Investment
    Accumulated
Other
Comprehensive
Loss
    Total  

Balances at September 30, 2015

   $ 1,387.7   $ (1.8   $ 1,385.9

Net income

     80.6     —         80.6

Foreign currency translation loss

     —         (4.8     (4.8

Net transfer to Parent

     (146.6     —         (146.6
  

 

 

   

 

 

   

 

 

 

Balances at September 30, 2016

     1,321.7     (6.6     1,315.1

Net income

     61.4     —         61.4

Foreign currency translation gain

     —         2.5     2.5

Unrealized loss on hedging activity

     —         (0.5     (0.5

Net transfer to Parent

     (66.5     —         (66.5
  

 

 

   

 

 

   

 

 

 

Balances as of September 30, 2017

     1,316.6     (4.6     1,312.0

Net loss

     (9.5     —         (9.5

Foreign currency translation loss

     —         (2.2     (2.2

Unrealized gain on hedging activity

     —         0.5     0.5

Net transfer to Parent

     (58.3     —         (58.3
  

 

 

   

 

 

   

 

 

 

Balances as of September 30, 2018

   $ 1,248.8   $ (6.3   $ 1,242.5
  

 

 

   

 

 

   

 

 

 

See accompanying notes to the combined financial statements

 

4


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

Combined Statements of Cash Flows

Years ended September 30, 2018, 2017 and 2016

 

     Years ended September 30,  

(in millions)

   2018     2017     2016  

Cash flows from operating activities

      

Net (loss) income

   $ (9.5   $ 61.4   $ 80.6

Adjustments to reconcile net income to net cash from operating activities:

      

Depreciation on property plant and equipment

     6.0     10.8     7.3

Amortization of intangible assets

     10.4     10.2     10.1

Share based compensation

     0.8     6.0     5.8

Write-off for impairment of goodwill

     92.5     —         —    

Deferred tax benefit

     (36.7     (4.8     (2.6

Net changes in operating assets and liabilities:

      

Receivables

     (2.6     12.7     15.9

Inventories

     (5.8     (12.6     4.7

Prepaid expenses and other current assets

     3.5     (4.1     (0.5

Accounts payable and accrued liabilities

     13.6     (6.8     36.1

Other

     (6.9     12.5     (0.1
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     65.3     85.3     157.3

Cash flows from investing activities

      

Purchases of property, plant and equipment

     (6.1     (14.1     (2.0

Other investing activities

     —         1.3     (2.9
  

 

 

   

 

 

   

 

 

 

Net cash used by investing activities

     (6.1     (12.8     (4.9

Cash flows from financing activities

      

Net transfer to Parent

     (59.2     (72.5     (152.4

Payment of capital lease obligations

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Net cash used by financing activities

     (59.2     (72.5     (152.4
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     —         —         —    

Cash and cash equivalents, beginning of period

     —         —         —    
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ —       $ —       $ —    
  

 

 

   

 

 

   

 

 

 

Non cash investing activities

      

Acquisition of property, plant and equipment through capital leases

   $ —       $ 32.1   $ —    

See accompany notes to the combined financial statements

 

5


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 1 - DESCRIPTION OF BUSINESS

The accompanying combined financial statements include the historical accounts of Spectrum Global Auto Care Division (“GAC”) of Spectrum Brands Holdings, Inc. (“SBH” or “Parent”). GAC consists of auto appearance, performance, and A/C recharge products sold primarily to big-box auto, auto specialty retail, mass retailers, food and drug retailers, and small regional and convenience store retailers. Auto appearance products include protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes designated to clear, shine, refresh and protect interior and exterior automobile surfaces under the brand name Armor All ® . Auto performance products include STP ® branded fuel and oil additives, functional fluids and automotive appearance products. A/C recharge products include do-it-yourself automotive air conditioner recharge products under the A/C Pro ® brand name, along with other refrigerant and oil recharge kits, sealants and accessories.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) from the combined financial statements and accounting records of SBH using the historical results of GAC segment operations and historical cost basis of the assets and liabilities that comprise GAC. These financial statements have been prepared solely to demonstrate its historical results of operations, financial position, and cash flows for the indicated periods under SBH’s management. All intercompany balances and transactions within GAC have been eliminated. Transactions and balances between GAC and SBH and its subsidiaries are reflected as related party transactions and are considered to be effectively settled at the time the transaction is incurred, therefore no intercompany balances are reflected as outstanding on the combined financial statements. Discrete financial information was not available for GAC within certain legal entities of SBH with shared operations including the operations of GAC and other SBH businesses. Certain transactions of SBH are not recorded by GAC but at the legal entity level of the Parent or its subsidiary. For shared entities for which discrete financial information was not available, allocation methodologies were applied to certain accounts to allocate amount to GAC discussed further in Note 13 – Related Parties .

Certain costs related to the GAC have been allocated from the Parent. Those costs are derived from multiple levels of the organization including geographic business unit expenses, product line expenses, shared corporate expenses, and fees from the Parent. Costs incurred by the Parent for the acquisition and integration of the GAC business have been excluded from the combined statements if they did not benefit the operations of GAC. GAC receives service and support functions from SBH and its subsidiaries and are dependent upon SBH and its subsidiaries’ ability to perform these services and support functions. The costs associated with these services and support functions have been allocated to GAC using the most meaningful respective allocation methodologies which were primarily based on proportionate sales, headcount, direct labor costs or other measures of GAC or its Parent. These allocated costs are primarily related to corporate administrative expenses, employee related costs including pensions and other benefits for corporate and shared employees, and rental and usage fees for shared assets for the functional groups such as accounting and finance services, human resources, information technology, facilities, legal services and contract support, tax and treasury management, corporate compliance and risk management, and other corporate and other corporate and infrastructural services.

The assets and liabilities related to GAC are primarily specifically identified as assets and liabilities of the business. In some instances, assets and liabilities may be considered shared with GAC other businesses of the Parent or its subsidiary, where they are allocated based upon an allocation methodology that is primarily based

 

6


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

on proportionate sales, headcount or other measures of GAC or its Parent. In particular, property plant and equipment not specifically identified as a component of GAC operations, but shared with GAC and other businesses of the Parent or its subsidiary, are allocated to the predominant user of the facility, if one can be determined. Shared assets consist of corporate headquarters, shared service facilities, shared distribution centers, and sales offices, among others. Predominant user is based upon the proportionate net sales, headcount, square footage, and other measures deemed reasonable to define usage of the assets. When GAC is recognized as the predominant user of the assets, the asset is recognized as property plant and equipment on the combined balance sheet, a usage charge is assessed on the other businesses of SBH for use of the asset and recognized as a reduction to general & administrative expenses on the combined statement of income. When GAC is not recognized as the predominant user of the asset, the asset is not recognized on the combined balance sheet.

SBH uses a centralized approach to cash management and financing its operations. As a result, substantially all cash is commingled with corporate funds and is not specifically identifiable to GAC. The net results of these transactions between GAC and SBH are reflected as net parent investment in the combined balance sheets. In addition, the net parent investment represents SBH’s interest in the net assets of GAC and the cumulative net investment by SBH in GAC through the dates presented. Outside of certain capital leases of GAC operations, there is no debt that is specifically identified or attributable to GAC and therefore not recognized on the combined balance sheet.

As described in Note 10 – Income Taxes , current and deferred income taxes and related tax expenses have been determined based on the stand-alone results of GAC by applying Accounting Standards Codification 740, Income Taxes (ASC 740), issued by the Financial Accounting Standards Board (FASB), to the GAC operations in each country as if it were a separate taxpayer.

Management believes the assumptions and allocations underlying the combined financial statements are reasonable and appropriate under the circumstances. The expenses and cost allocations have been determined on a basis considered by SBH to be a reasonable reflection of the utilization of services provided to or the benefit received by the GAC during the periods presented relative to the total costs incurred by SBH. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amount that would have been reflected in the financial statements had GAC been an entity that operated independently of SBH. Actual costs that would have been incurred if the Company has been a stand-alone company would depend upon multiple factors, including organization structure and strategic decision made in various areas, including information technology and infrastructure. Consequently, future results of operations should the GAC be separated from SBH will include costs and expenses that may be materially different than historical results of operations, financial position, and cash flows. Accordingly, the financial statements for these periods are not indicative of the future results of operations, financial position, and cash flows.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

7


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

Basis of Combination

All significant intercompany accounts and transactions within GAC have been eliminated in the preparation of the accompanying combined financial statements. All significant intercompany transactions with SBH are deemed to have been paid in the period the cost was incurred.

Cash and Cash Equivalents

Treasury activities, including activities related to GAC, are centralized by SBH such that cash collections are distributed to SBH and reflected as net parent investment. As a result, GAC does not recognize cash on its combined financial statements.

Receivables

Trade receivables are carried at net realizable value. GAC extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history, but generally does not require collateral. GAC monitors its customers’ credit and financial condition based on changing economic conditions and will make adjustments to credit policies as required. Provisions for losses on uncollectible trade receivables are determined based on ongoing evaluations of GAC’s receivables, principally on the basis of historical collection experience and evaluations of the risks of nonpayment or return for a given customer. The allowance for uncollectible receivables was $1.0 million and $1.9 million as of September 30, 2018 and 2017, respectively.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost of inventories is determined using the first-in, first out (FIFO) method. See Note 5 – Inventory for further detail.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Property, plant and equipment held under capital leases are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset; such amortization is included in depreciation expense. GAC uses accelerated depreciation methods for income tax purposes. Useful lives for property, plant and equipment are as follows:

 

Asset Type

   Range  

Buildings and improvements

     20 - 40 years  

Machinery and equipment

     2 - 15 years  

Expenditures which substantially increase value or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. Gains and losses are recorded on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds received.

Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or

 

8


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

an adverse change in legal factors or in GAC climate, among others, may trigger an impairment review. If such indicators are present, GAC performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset. If impairment is determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events identified that necessitated an impairment test over property, plant and equipment other than the recognition of an impairment on goodwill. There was no impairment loss recognized on property, plant and equipment. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. See Note 6 – Property, plant and equipment for further detail.

Derivative Financial Instruments

Derivative financial instruments are used by GAC principally in the management of its foreign currency exchange rate exposures. GAC does not hold or issue derivative financial instruments for trading purposes. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the effective portion of the derivative is reported as a component of Other Comprehensive Income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. See Note 9 – Derivatives for further detail.

Goodwill

Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired. Goodwill is not amortized, but instead is assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to reporting unit. GAC consist of a single reporting unit.

An annual impairment test is performed in the fourth quarter of its fiscal year. The Company may first perform a qualitative assessment to determine if it is more likely than not that an impairment exists to necessitate the need for a quantitative assessment. When a qualitative assessment is performed and an impairment is determined to be more likely than not, the quantitative assessment is performed by comparing the fair value of the business to its carrying value, including goodwill. In estimating the fair value, we use a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables. If the fair value of a reporting unit is less than its carrying value, an impairment loss would be recognized equal to that excess; however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. See Note 7 – Goodwill and Intangible Assets for further detail.

 

9


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

Intangible Assets

Intangible assets are recorded at cost or at estimated fair value if acquired in a business combination. Customer lists, proprietary technology and certain trade name intangibles are amortized, using the straight-line method, over their estimated useful lives. The range and weighted average useful lives for definite-lived intangibles assets are as follows:

 

Asset Type

   Range    Weighted
Average

Customer relationships

   10 -15 years    14 years

Technology assets

   8 -10 years    10 years

Definite-lived intangible assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable. If indicators of potential impairment are identified, GAC performs an undiscounted cash flow analysis to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows expected to be generated by the asset did not exceed its carrying value. If impairment is determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events that necessitated an impairment test of definite-lived intangible assets other than the recognition of an impairment on goodwill. There was no impairment loss recognized on definite-lived intangible assets.

Certain trade name intangible assets have an indefinite life and are not amortized; but instead are assessed for impairment at least annually and as triggering events or indicators of potential impairment are identified. GAC performs its annual impairment test in the fourth quarter of its fiscal year. Impairment of indefinite lived intangible assets is assessed by comparing the estimated fair value of the identified trade names to their carrying value to determine if potential impairment exists. If the fair value is less than the carrying value, an impairment loss is recorded for the excess. The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others. See Note 7 – Goodwill and Intangible Assets for further detail.

Revenue Recognition

GAC recognizes revenue from product sales generally upon delivery to the customer or at the shipping point in situations where the customer picks up the product or where delivery terms so stipulate. This represents the point at which title and risks and rewards of ownership of the product are passed, provided that there are no uncertainties regarding customer acceptance, there is persuasive evidence that an arrangement exists, the price to the buyer is fixed or determinable and ability to collect is deemed reasonably assured. The provision for customer returns is based on historical sales and returns and other relevant information. GAC estimates and accrues the cost of returns, which are treated as a reduction of Net Sales.

GAC enters into promotional arrangements, primarily with retail customers, that entitle such retailers to earn rebates from GAC. These arrangements require GAC to estimate and accrue the costs of these programs, which are treated as a reduction of Net Sales. GAC also enters into promotional arrangements that target the ultimate consumer. The costs associated with such arrangements are treated as either a reduction in Net Sales or an increase in Cost of Goods Sold, based on the type of promotional program. GAC monitors its commitments under all promotion arrangements and uses various measures, including past experience, to estimate the earned,

 

10


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

but unpaid, promotional costs. The terms of GAC’s customer-related promotional arrangements and programs are tailored to each customer and documented through written contracts, correspondence or other communications with the individual customers.

GAC has a broad range of customers including many large retail outlet chains and automotive specialty stores, three of which accounts for a percentage of its sales volume exceeding 10% individually. These major customers represented approximately 37%, 34% and 34% of net sales during years ended September 30, 2018, 2017 and 2016, respectively.

Shipping and Handling Costs

Shipping and handling costs include costs incurred with GAC third-party carriers to transport products to customers and salaries and overhead costs related to activities to prepare GAC’s products for shipment at distribution facilities. Shipping and handling costs was $29.7 million, $27.9 million and $29.6 million during the years ended September 30, 2018, 2017 and 2016, respectively. Shipping and handling costs are included in Selling Expenses in the Combined Statements of Income.

Advertising Costs

Advertising costs include agency fees and other costs to create advertisements, as well as costs paid to third parties to print or broadcast advertisements and are expensed as incurred. GAC incurred advertising costs of $9.2 million, $14.6 million and $14.6 million during the years ended September 30, 2018, 2017 and 2016, respectively. Advertising costs are included in Selling Expenses in the Combined Statements of Income.

Research and Development Costs

Research and development costs are charged to expense in the period they are incurred.

Income Taxes

Income taxes as presented herein attribute current and deferred income taxes of SBH to the GAC stand-alone financial statements in a manner that is systematic, rational, and consistent with the asset and liability method prescribed by ASC 740. Accordingly, GAC income tax provision was prepared following the separate return method. The separate return method applies ASC 740 to the stand-alone financial statements of each member of the combined group as if the group member were a separate taxpayer and a stand-alone enterprise. As a result, actual tax transactions included in the combined financial statements of SBH may not be included in the separate Combined Financial Statements of GAC. Similarly, the tax treatment of certain items reflected in the separate Combined Financial Statements of GAC may not be reflected in the combined financial statements and tax return of SBH; therefore, such items as net operating losses, credit carryforwards, and valuation allowances may exist in the stand-alone financial statements that may or may not exist in the SBH consolidated financial statements.

The breadth of GAC’s operations and the global complexity of tax regulations require assessments of uncertainties and judgements in estimating the taxes that GAC will ultimately pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcome of tax litigation and resolution of disputes arising from federal, state and international tax audits in the normal course of business.

 

11


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of GAC assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. It is the Parent’s policy to include accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes.

In general, the taxable income (loss) of U.S. GAC entities was included in SBH’s U.S. tax returns and, where applicable, in certain jurisdictions around the world. As such, separate income tax returns were not prepared for many GAC entities. Consequently, income taxes currently payable are deemed to be payable to SBH in the period the liability arose and income taxes currently receivable are deemed to receivable from SBH in the period that a refund could have been recognized by GAC had GAC been a separate taxpayer.

Foreign Currency Translation

For foreign entities where the local currency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resulting translation adjustments are reported, net of their related tax effects, as a component of Net Parent Investment. Assets and liabilities denominated in other than the functional currency are re-measured into the functional currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Income and expenses are translated into USD at average exchange rates in effect during the period. Foreign currency transaction losses were $0.2 million, $0.1 million and $1.6 million for the years ended September 30, 2018, 2017 and 2016, respectively. Foreign currency transaction gains and losses for transactions denominated in a currency other than the functional currency are recorded in Other Non-Operating Expense, Net on the Combined Statements of Income.

Net Parent Investment

GAC equity on the Combined Balance Sheet represents the Parent’s net investment in GAC and is presented as Net Parent Investment in lieu of stockholders’ equity. The Statement of Changes in Net Parent Investment account includes assets and liabilities incurred by the Parent on behalf of GAC such as accrued liabilities related to corporate allocations including administrative expenses for legal, accounting, treasury, information technology, human resources and other services. Other assets and liabilities recorded by Parent, whose related expenses have been pushed down to GAC, are also included in Net Parent Investment.

All transactions reflected in Net Parent Investment in the accompanying Combined Balance Sheet have been considered cash receipts and payments for purposes of the Combined Statements of Cash Flows and are reflected in financing activities in the accompanying Combined Statements of Cash Flows.

Earnings per share data has not been presented in the accompanying Combined Financial Statements because GAC does not operate as a separate legal entity with its own capital structure.

Newly Adopted Accounting Standards

In January 2017, the FASB issued ASU No.  2018-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the test for goodwill impairment by removing Step 2 from

 

12


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

the goodwill impairment test. If goodwill impairment is realized, the amount recognized will be the amount by which the carrying amount exceeds the reporting unit’s fair value; however the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. The ASU must be applied on a prospective basis and will become effective for us beginning in the first quarter of the year ended September 30, 2021, with early adoption available. We adopted the standard during the year ended September 30, 2017, with no impact to the combined financial statements.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU requires revenue recognition to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new revenue recognition model requires identifying the contract and performance obligations, determining the transaction price, allocating the transaction price to performance obligations and recognizing the revenue upon satisfaction of performance obligations. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. This ASU can be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the updates recognized at the date of the initial application along with additional disclosures. The ASU becomes effective for us beginning in the first quarter of our fiscal year ending September 30, 2019. We have performed an assessment over the impact of the pronouncement to the Company, including a detailed assessment over contracts with our customers and the impact to our policies, processes and control environment. Based upon the results of our assessment and implementation, we have determined that the impact of adoption to the GAC combined financial statements is not material and there were no matters identified that were considered significant for changes in disclosure. We plan to adopt the ASU retrospectively with the cumulative effect of initially applying the update at the date of initial application in the first quarter of the fiscal year ending September 30, 2019.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which supersedes the lease requirements in ASC 840, Leases . This ASU requires lessees to recognize lease assets and liabilities on the balance sheet, as well as disclosing key information about leasing arrangements. Although the new ASU requires both operating and finance leases to be disclosed on the balance sheet, a distinction between the two types still exists as the economics of leases can vary. The ASU can be applied using a modified retrospective approach, with a number of optional practical expedients relating to the identification and classification of leases that commenced before the effective date, along with the ability to use hindsight in the evaluation of lease decisions, that entities may elect to apply. As a result, the ASU will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020, with early adoption applicable. We have not measured the impact of adoption at this point in our assessment and have not concluded on the overall materiality of the impact of adoption to the GAC combined financial statements or determined the method and timing of adoption.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (Topic 815) , which changes the designation and measurement guidance for qualifying hedging relationships and presentation of hedge results.

 

13


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)

 

The amendments in this update make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP, better aligning the entity’s risk management activities and financial reporting for hedging relationships. The ASU can only be applied prospectively and will become effective for us beginning in the first quarter of our fiscal year ending September 30, 2020; with early adoption available. We are currently assessing the impact this pronouncement will have on the combined financial statements of GAC and have not yet concluded on the materiality or timing of the adoption.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the GAC’s financial assets and liabilities are defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are classified using a fair value hierarchy that is based upon the observability of inputs used in measuring fair value. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed assumptions about hypothetical transactions in the absence of market data. Fair value measurements are classified under the following hierarchy:

 

   

Level 1 - Unadjusted quoted prices for identical instruments in active markets.

 

   

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

   

Level 3 - Significant inputs to the valuation model are unobservable.

GAC utilizes valuation techniques that attempt to maximize the use of observable inputs and minimize the use of unobservable inputs. GAC’s derivatives are valued on a recurring basis using internal models, which are based on market observable inputs including both forward and spot prices for currencies and commodities, which are generally based on quoted or observed market prices (Level 2). The fair value of certain derivative financial instruments is estimated using pricing models based on contracts with similar terms and risks. Modeling techniques assume market correlation and volatility, such as using prices of one delivery point to calculate the price of the contract’s different delivery point. In addition, by applying a credit reserve which is calculated based on credit default swaps or published default probabilities for the actual and potential asset value, the fair value of GAC’s derivative financial instrument assets reflects the risk that the counterparties to these contracts may default on the obligations. Likewise, by assessing the requirements of a reserve for non-performance which is calculated based on the probability of default by GAC, GAC adjusts its derivative contract liabilities to reflect the price at which a potential market participant would be willing to assume GAC’s liabilities. GAC has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year. The fair values of derivative instruments are as follows. See Note 9 – Derivatives for additional detail:

 

     As of September 30,  
     2018      2017  

(in millions)

   Carrying
Amount
     Fair Value      Carrying
Amount
     Fair Value  

Derivative Liabilities

   $ 0.1    $ 0.1    $ 0.7    $ 0.7

The carrying values of receivables, payables and accrued expenses approximate fair value based on the short-term nature of these assets and liabilities. The carrying value of capital lease obligations approximate fair value.

 

14


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

The carrying values of goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3).

NOTE 4 - RESTRUCTURING AND RELATED COSTS

During the third quarter of the year ended September 30, 2016, the Company implemented a series of initiatives to consolidate certain operations and reduce operating costs. These initiatives included headcount reductions and the exit of certain facilities. Total costs associated with these initiatives were $46.6 million to date and was considered completed as of September 30, 2018. The following summarizes restructuring costs for the years ended September 30, 2018, 2017 and 2016, and cumulative costs of restructuring initiatives as of September 30, 2018 by cost type:

 

(in millions)

   Termination
Benefits
     Other
Costs
     Total  

For the year ended September 30, 2018

     1.0      17.4      18.4

For the year ended September 30, 2017

     1.5      22.8      24.3

For the year ended September 30, 2016

     0.3      5.0      5.3

Cumulative costs through September 30, 2018

     1.7      44.9      46.6

The following is a rollforward of the accrual related to all restructuring and related activities, included within Other Current Liabilities, by cost type, for the years ended September 30, 2018 and 2017.

 

(in millions)

   Termination
Benefits
     Other
Costs
     Total  

Accrual balance at September 30, 2016

   $ 0.3    $ 0.8    $ 1.1

Provisions

     1.5      0.5      2.0

Cash expenditures

     (1.2      (0.5      (1.7
  

 

 

    

 

 

    

 

 

 

Accrual balance at September 30, 2017

   $ 0.6    $ 0.8    $ 1.4

Provisions

     1.0      0.9      1.9

Cash expenditures

     (0.9      (0.6      (1.5
  

 

 

    

 

 

    

 

 

 

Accrual balance at September 30, 2018

   $ 0.7    $ 1.1    $ 1.8
  

 

 

    

 

 

    

 

 

 

Termination costs consist of involuntary employee termination benefits and severance pursuant to a one-time benefit arrangement recognized as part of a restructuring initiative. Other costs consist of non-termination type costs related to restructuring initiatives such as incremental costs to consolidate or close facilities, relocate employees, cost to retrain employees to use newly deployed assets or systems, lease termination costs, and redundant or incremental transition operating costs and customer fines and penalties during transition, among others.

 

15


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

 

NOTE 5 - INVENTORY

Inventory consists of the following:

 

     As of
September 30,
 

(in millions)

   2018      2017  

Raw materials

   $ 27.5    $ 23.9

Work in process

     2.5      1.9

Finished goods

     44.4      42.8
  

 

 

    

 

 

 
   $ 74.4    $ 68.6
  

 

 

    

 

 

 

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

 

     As of
September 30,
 

(in millions)

   2018      2017  

Land, buildings and improvements

   $ 4.4    $ 4.2

Machinery, equipment and other

     35.7      30.0

Capital leases

     32.2      32.6

Construction in progress

     1.0      5.2
  

 

 

    

 

 

 

Property, plant and equipment

   $ 73.3    $ 72.0

Accumulated depreciation

     (15.1      (13.6
  

 

 

    

 

 

 

Property, plant and equipment, net

   $ 58.2    $ 58.4
  

 

 

    

 

 

 

Depreciation expense from property, plant and equipment for the years ended September 30, 2018, 2017 and 2016 was $6.0 million, $10.8 million, and $7.3 million, respectively.

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following:

 

     As of September 30,  

(in millions)

   2018      2017  

Goodwill - beginning balance

   $ 934.8    $ 934.2

Impairment

     (92.5      —    

Foreign currency impact

     (0.5      0.6
  

 

 

    

 

 

 

Goodwill - ending balance

   $ 841.8    $ 934.8
  

 

 

    

 

 

 

During the year ended September 30, 2018, GAC recognized an impairment loss on goodwill of the of $92.5 million during the year ended September 30, 2018. The GAC goodwill impairment loss is a result of the annual impairment analysis identifying a reduction in the fair value less than the carrying value; primarily attributable to reduced operating results from operational changes driven by restructuring of the domestic manufacturing and distribution, increases in commodity costs, and increased market and pricing competition realized during the year. There was no impairment on goodwill recognized during the fiscal years ended September 30, 2017 and 2016.

 

16


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS (continued)

 

Certain tradename intangible assets have an indefinite life and are not amortized. Indefinite-lived intangible assets were $295.0 million as of September 30, 2018 and 2017. There was no impairment loss on indefinite-lived trade names for the years ended September 30, 2018, 2017 and 2016. The carrying value and accumulated amortization for definite lived intangible assets subject to amortization are as follows:

 

     As of September 30,  
     2018      2017  

(in millions)

   Gross
Carrying
Amount
     Accumulated
Amortization
    Net      Gross
Carrying
Amount
     Accumulated
Amortization
    Net  

Customer relationships

   $ 80.9    $ (20.1   $ 60.8    $ 81.3    $ (14.1   $ 67.2

Technology assets

     42.6      (14.0     28.6      42.6      (9.7     32.9
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 123.5    $ (34.1   $ 89.4    $ 123.9    $ (23.8   $ 100.1
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Amortization expense from intangible assets was $10.4 million, $10.2 million, and $10.1 million for the years ended September 30, 2018, 2017 and 2016, respectively. Excluding the impact of any future acquisitions or changes in foreign currency, GAC anticipates the annual amortization expense of intangible assets for the next five fiscal years will be as follows:

 

(in millions)

   Amortization  

2019

   $ 10.3

2020

     10.3

2021

     10.3

2022

     10.3

2023

     10.3

NOTE 8 - LEASES

Capital Leases

Future minimum lease payments on capital leases as of September 30, 2018 are as follows:

 

(in millions)

   Total  

2019

   $ 2.4

2020

     2.5

2021

     2.6

2022

     2.5

2023

     2.3

Thereafter

     65.0
  

 

 

 

Total minimum lease payments

     77.3

Interest

     (44.6
  

 

 

 

Total capital lease obligations

   $ 32.7
  

 

 

 

Operating Leases

Leases primarily pertain to land, buildings and equipment that expire at various times through January 2047. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the leases.

 

17


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 8 - LEASES (continued)

 

Rent expense was $3.3 million, $3.2 million, and $3.7 million for the years ended September 30, 2018, 2017 and 2016, respectively. Future minimum rental commitments under non-cancelable operating leases as of September 30, 2018 are as follows:

 

(in millions)

   Amount  

2019

   $ 1.8

2020

     1.3

2021

     1.0

2022

     0.9

2023

     0.5

Thereafter

     0.5
  

 

 

 

Total minimum lease payments

   $ 6.0
  

 

 

 

NOTE 9 - DERIVATIVES

GAC periodically enters into forward foreign exchange contracts to hedge the risk from forecasted foreign currency denominated third party and intercompany sales or payments. These obligations generally require GAC to exchange foreign currencies for CAD. These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange rates related to material purchases. Until the purchase is recognized, the fair value of the related hedge is recorded in Other Comprehensive Income and as a hedge asset or liability, as applicable. At the time the purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to purchase price variance in Cost of Goods Sold on the Combined Statements of Income. At September 30, 2018, GAC had foreign exchange contracts outstanding through March 2020 with derivative net losses estimated to be reclassified from AOCI into earnings over the following 12 months of $0.1 million, net of tax. At September 30, 2018 and 2017, GAC had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $13.7 million and $16.6 million, respectively.

The fair value of outstanding derivative instruments is as follows:

 

(in millions)

  

Line Item

   As of
September 30,
 
   2018      2017  

Derivative Liabilities

        

Foreign exchange contracts

   Accounts payable    $ 0.1    $ 0.6

Foreign exchange contracts

   Other long-term liabilities      —          0.1
     

 

 

    

 

 

 

Total Derivative Liabilities

      $ 0.1    $ 0.7
     

 

 

    

 

 

 

GAC is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk. GAC monitors counterparty credit risk on an individual basis by periodically assessing each such counterparty’s credit rating exposure. The maximum loss due to credit risk equals the fair value of the gross asset derivatives that are concentrated with certain domestic and foreign financial institution counterparties. GAC considers these exposures when measuring its credit reserves on its derivative assets, which was not material for the years ended September 30, 2018 and 2017.

 

18


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 9 - DERIVATIVES (continued)

 

GAC standard contracts do not contain credit risk related contingent features whereby GAC would be required to post additional cash collateral as a result of a credit event. However, GAC is typically required to post collateral in the normal course of business to offset its liability positions. As of September 30, 2018 and 2017, there was no cash collateral outstanding. As of September 30, 2018 and 2017, GAC had no posted standby letters of credit related to such liability positions.

The following table summarizes the impact of the effective and ineffective portions of designated hedges and the gain (loss) recognized in the Combined Statement of Income for the years ended September 30, 2018, 2017 and 2016.

 

     Effective Portion    

Ineffective portion

 
     Gain
(Loss)

in OCI
   

Reclassified to Earnings

 

(in millions)

 

Line Item

   Gain
(Loss)
   

Line Item

   Gain
(Loss)
 

Year ended September 30, 2018

   $ 0.3   Cost of goods sold    $ (0.3   Cost of goods sold    $ —    

Year ended September 30, 2017

     (0.7   Cost of goods sold      —       Cost of goods sold      —    

Year ended September 30, 2016

     —       Cost of goods sold      —       Cost of goods sold      —    

NOTE 10 - INCOME TAXES

Income tax expense was calculated based upon the following components of income (loss) from operations before income taxes for the years ended September 30, 2018, 2017, and 2016:

 

     Years ended September 30,  

(in millions)

   2018      2017      2016  

United States

   $ (27.0    $ 91.3    $ 125.6

Outside the United States

     (7.2      1.0      (3.1
  

 

 

    

 

 

    

 

 

 

(Loss) income from operations before income taxes

   $ (34.2    $ 92.3    $ 122.5
  

 

 

    

 

 

    

 

 

 

The components of income tax (benefit) expense for the years ended September 30, 2018, 2017 and 2016 are as follows:

 

     Years ended September 30,  

(in millions)

   2018      2017      2016  

Current tax (benefit) expense:

        

U.S. Federal

   $ 9.7    $ 32.8    $ 43.2

Foreign

     (2.6      1.2      (1.1

State and local

     4.9      1.7      2.4
  

 

 

    

 

 

    

 

 

 

Total current tax expense

     12.0      35.7      44.5

Deferred tax (benefit) expense:

        

U.S. Federal

     (34.0      (4.8      (2.5

Foreign

     0.7      0.2      0.3

State and local

     (3.4      (0.2      (0.4
  

 

 

    

 

 

    

 

 

 

Total deferred tax (benefit) expense

     (36.7      (4.8      (2.6
  

 

 

    

 

 

    

 

 

 

Income tax (benefit) expense

   $ (24.7    $ 30.9    $ 41.9
  

 

 

    

 

 

    

 

 

 

 

19


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

The following reconciles the total income tax expense, based on the U.S. Federal statutory income tax rate of 24.5% for the year ended September 30, 2018 and 35%, for the years ended September 30, 2017 and 2016, with GAC’s recognized income tax (benefit) expense:

 

     Years ended September 30,  

(in millions)

   2018      2017      2016  

U.S. Statutory federal income tax (benefit) expense

   $ (8.4    $ 32.3    $ 42.9

Permanent items

     0.1      0.1      0.2

Goodwill impairment

     22.6      —          —    

Tax reform act - US rate change

     (38.4      —          —    

Tax reform act - Mandatory repatriation

     1.9      —          —    

Foreign statutory rate vs. U.S. statutory rate

     —          (0.1      0.3

State income taxes, net of federal effect

     1.6      1.4      2.0

Domestic manufacturing production credit

     —          (3.8      (3.1

Research and development tax credits

     (0.4      (0.5      (0.3

Unrecognized tax (benefit) expense

     (4.0      0.9      —    

Return to provision adjustments and other, net

     0.3      0.6      (0.1
  

 

 

    

 

 

    

 

 

 

Income tax (benefit) expense

   $ (24.7    $ 30.9    $ 41.9
  

 

 

    

 

 

    

 

 

 

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of September 30, 2018 and 2017 are as follows:

 

     As of September 30,  

(in millions)

   2018      2017  

Deferred tax assets

     

Employee benefits

   $ 0.4    $ 2.2

Inventories and receivables

     2.0      2.7

Net operating loss and credit carry forwards

     0.9      1.0

Other

     2.5      4.7
  

 

 

    

 

 

 

Total deferred tax assets

     5.8      10.6

Deferred tax liabilities

     

Property, plant and equipment

     4.1      3.3

Intangibles

     72.7      115.0

Other

     0.2      0.2
  

 

 

    

 

 

 

Total deferred tax liabilities

     77.0      118.5
  

 

 

    

 

 

 

Net deferred tax liabilities

     (71.2      (107.9

Valuation allowance

     (1.1      (1.1
  

 

 

    

 

 

 

Net deferred tax liabilities, net valuation allowance

   $ (72.3    $ (109.0
  

 

 

    

 

 

 

Reported as:

     

Deferred income taxes (deferred charges and other)

     0.1      0.1

Deferred income taxes (noncurrent liability)

     72.4      109.1

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a

 

20


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

dividends received deduction for dividends from foreign subsidiaries and imposing a tax on deemed repatriated accumulated earnings of foreign subsidiaries. The Tax Reform Act reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. GAC’s applicable U.S. statutory tax rate for Fiscal 2018 is approximately 24.5%.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Reform Act, GAC revalued its ending net deferred tax liabilities at December 31, 2017 and recognized $38.4 million of tax benefit in GAC’s net income from continuing operations for the year ended September 30, 2018.

The Tax Reform Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”). GAC had an estimated $14.2 million of undistributed foreign E&P subject to the deemed mandatory repatriation and recognized a provisional $1.9 million of income tax expense in GAC’s net income from continuing operations for the year ended September 30, 2018 The mandatory repatriation is payable by the Parent, therefore none of the repatriation liability is included in the GAC combined financial statements as of September 30, 2018 The provisional tax expense for the mandatory repatriation is based on currently available information and additional information needs to be prepared, obtained and analyzed in order to determine the final amount, including further analysis of certain foreign exchange gains or losses, earnings and profits, foreign tax credits, and estimated cash and cash equivalents as of the measurement dates in the Tax Reform Act. Tax effects for changes to these items will be recorded in a subsequent quarter, as discrete adjustments to our income tax provision, once complete.

The Tax Reform Act also contains additional limits on deducting compensation, including performance-based compensation, in excess of $1 million paid to certain executive officers for any fiscal year, effective with GAC’s Fiscal 2019 tax year. GAC’s future compensation payments will be subject to these limits, which could impact the Company’s effective tax rate.

GAC continues to review the anticipated impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT”) on GAC, which are not effective until fiscal year 2019. GAC has not recorded any impact associated with either GILTI or BEAT in the tax rate for the year ended September 30, 2018. The FASB allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or treating such taxes as a current-period expense when incurred. Due to the complexity of calculating GILTI under the new law, we have not determined which method we will apply.

In response to the enactment of the Tax Reform Act, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. SAB 118 allows registrants to record provisional amounts during a one year measurement period in a manner similar to accounting for business combinations. GAC has recognized the provisional tax impacts related to deemed repatriated earnings and included these amounts in its consolidated financial statements. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions GAC has made, additional regulatory guidance that may be issued, and actions GAC may take as a result of the Tax Reform Act.

 

21


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

GAC’s U.S. operating results have historically been included in the Parent’s combined US Federal and state income tax returns, and certain non-U.S. operating results have historically been included in combined non-U.S. income tax returns. The provisions for income taxes in the combined financial statements have been determined on a separate return basis as if GAC filed its own tax returns. Management considered and weighed the available evidence, both positive and negative, to determine whether it is more-likely-than-not that some portion, or all, of GAC’s deferred tax assets will not be realized. As a result, GAC recorded a valuation allowance in the amount of $1.1 million for the years ended September 30, 2018 and 2017, respectively. The deferred tax assets upon which valuation allowances were recorded consisted primarily of non-US net operating losses.

The operations comprising GAC are in various legal entities that are a part of the Parent’s organizational structure. The Parent provides residual U.S. and foreign deferred taxes on earnings to the extent they cannot be repatriated in a tax-free manner. GAC recorded residual U.S. and foreign deferred taxes on GAC earnings attributable to jurisdictions and entities on which the Parent recorded residual U.S. and foreign deferred taxes.

During the year ended September 30, 2017, the Parent concluded that sufficient evidence existed that substantially all of its non-US subsidiaries had invested or would invest their respective undistributed earnings indefinitely or that the earnings would be remitted in a tax-free manner. The residual taxes were recorded as deferred tax liabilities.

GAC is subject to audit examinations at federal, state, and local levels by tax authorities in those jurisdictions. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of these challenges is subject to uncertainty. GAC does not believe that the carved-out operations gave rise to any material tax exposures and GAC and the Parent did not identify any issues that did not meet the recognition threshold or would be impacted by the measurement provisions of the uncertain tax position guidance.

The total amount of unrecognized tax benefits at September 30, 2018 and 2017 were $1.3 million and $5.2 million respectively. If recognized in the future, $1.2 million of the unrecognized tax benefits as of September 30, 2018 will impact the effective tax rate. GAC recognizes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2018 and 2017 GAC had $0.4 of accrued interest and penalties related to uncertain tax positions. The impact of income tax expense related to interest and penalties for the years ended September 30, 2017 and 2016 was a net increase of $0.1 million. The following table summarizes the changes to the amount of unrecognized tax benefits for the years ended September 30, 2018, 2017 and 2016:

 

(in millions)

   2018      2017      2016  

Unrecognized tax benefits, beginning of year

   $ 5.2    $ 1.4    $ 0.8

Gross increase – tax positions in prior period

     —          3.0      0.5

Gross decrease – tax positions in prior period

     (4.0      —          —    

Gross increase – tax positions in current period

     0.1      0.8      0.1
  

 

 

    

 

 

    

 

 

 

Unrecognized tax benefits, end of year

   $ 1.3    $ 5.2    $ 1.4
  

 

 

    

 

 

    

 

 

 

During the tax year ended September 30, 2018, the Company reduced unrecognized tax benefits by $2.7 million as a result of the close of a U.S. income tax audit and by $1.3 million for the change in the U.S. tax rate from 35% to 21%

GAC files income tax returns in the U.S. federal jurisdiction and various states, local and foreign jurisdictions and is subject to ongoing examination by the various taxing authorities. GAC’s major taxing jurisdictions are the

 

22


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 10 - INCOME TAXES (continued)

 

U.S., United Kingdom and Germany. In the U.S., federal tax filings for years prior to and including GAC’s fiscal year ended September 30, 2013 are closed. Filings in various U.S. state and local jurisdictions are also subject to audit and to date no significant audit matters have arisen. As of September 30, 2018, certain of GAC’s legal entities are undergoing income tax audits. GAC cannot predict the ultimate outcome of the examinations; however, it is reasonably possible that during the next twelve months some portion of previously unrecognized tax benefits could be recognized.

NOTE 11 - SHARE BASED COMPENSATION

GAC participates in the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan (the “Equity Plan”) of the Parent through the use of time based and performance-based Restricted Stock Units (“RSUs”). Compensation expense of its RSUs is measured based on the fair value of the award as determined by the market price of SBH shares of common stock on the grant date; and recognizes those costs on a straight-line basis over the requisite period of the awards. Certain RSUs are performance-based awards that are dependent upon achieving specified financial metrics of the consolidated SBH group over a designated period of time. SBH also provides for a portion of its annual management incentive compensation plan to be paid in common stock of SBH, in lieu of cash payment. In addition to stock compensation for employees directly attributable to GAC, stock compensation for employees attributable to corporate and shared operations were allocated on a proportional basis of combined sales and headcount.

Share based compensation expense recognized by GAC for the years ended September 30, 2018, 2017 and 2016 were $0.8 million, $6.0 million, and $5.8 million, respectively. The remaining unrecognized pre-tax compensation cost for GAC is not material.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company is a defendant in various litigation matters generally arising out of the ordinary course of business. GAC does not believe that any of the matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity, or cash flows.

NOTE 13 - RELATED PARTIES

GAC does not sell or purchase product from other businesses of SBH. The Combined Statement of Income include allocations for certain support functions that are provided on a centralized basis by the Parent and subsequently recorded at the business unit level, such as expenses related to employee benefits, finance, human resources, risk management, information technology, facilities, legal, tax and treasury management, corporate compliance and risk management, among others. These expenses have been allocated to GAC on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of combined sales, headcount or other measures of GAC or its Parent. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses from the Parent, are reasonable. Nevertheless, the combined financial statements may not include all actual expense that would have been incurred by the Company and may not reflect the combined results of operations, financial position and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would depend upon multiple factors, including organization structure and strategic decisions made in various areas, including information technology and infrastructure. For the years ended September 30, 2018, 2017 and 2016, the general corporate expenses allocated

 

23


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 13 - RELATED PARTIES (continued)

 

to GAC were $2.5 million, $2.6 million, and $1.8 million, respectively. General corporate expenses are recognized as General & Administrative Expenses on the Combined Statements of Income.

GAC also uses the shared technology infrastructure with SBH. There were no individual businesses of SBH that are considered a predominant user and therefore a proportionate share of the costs for the shared technology infrastructure was allocated to GAC for use of shared assets. Shared asset cost for the use of the SBH headquarters is recognized as General & Administrative Expenses on the Combined Statements of Income. For the years ended September 30, 2018, 2017, and 2016, the shared asset cost was $0.8 million, $0.7 million, and $0.4 million, respectively.

GAC participates in a centralized cash management and financing programs of SBH. Disbursements are made through centralized accounts payables which are operated by SBH. Cash receipts are transferred to centralized accounts, also maintained by SBH. As cash is disbursed and received by SBH, it is accounted for by GAC through SBH Net Parent Investment. All short and long-term debt is financed by SBH and financing decisions for subsidiaries is determined by centralized SBH treasury operations, with the exception of certain capital lease obligations directly attributable to GAC operations that are recognized on the Combined Balance Sheets.

NOTE 14 - SUBSEQUENT EVENTS

In connection with the preparation of the combined financial statements, GAC evaluated subsequent events through December 21, 2018, the date the combined financial statements were available to be issued and include the subsequent events discussed below.

Energizer Holdings, Inc.

On November 15, 2018, subsequent to the year ended September 30, 2018, SBH entered into an acquisition agreement with Energizer Holdings, Inc. (“Energizer”) (“Agreement”) to sell the GAC business to Energizer for a $1.25 billion purchase price comprised of $937.5 million of cash and $312.5 million of Energizer equity.

The Agreement provides that Energizer will purchase the equity of certain subsidiaries of SBH, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the GAC business. SBH and Energizer have made customary representations and warranties and have agreed to customary covenants relating to the acquisition. Among other things, prior to the consummation of the acquisition, SBH will be subject to certain business conduct restrictions with respect to its operation of the GAC business. SBH and Energizer have agreed to indemnify each other for losses arising from certain breaches of the Agreement and for certain other matters. In particular, the SBH has agreed to indemnify Energizer for certain liabilities relating to the assets retained by SBH, and Energizer has agreed to indemnify SBH for certain liabilities assumed by Energizer, in each case as described in the Agreement. SBH and Energizer have agreed to enter into related agreements ancillary to the acquisition that will become effective upon the consummation of the acquisition, including a customary transition services agreement and reverse transition services agreement.

The consummation of the acquisition is subject to certain customary conditions, including, among other things, (i) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the expiration or termination of certain waiting periods and the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (i) and (ii) together, the “Antitrust Conditions”), (iii) the accuracy of the representations and warranties of the parties generally subject to a

 

24


SPECTRUM BRANDS GLOBAL AUTO CARE DIVISION

NOTES TO THE COMBINED FINANCIAL STATEMENTS

Years ended September 30, 2018, 2017 and 2016

NOTE 14 - SUBSEQUENT EVENTS (continued)

 

customary material adverse effect standard (as described in the Agreement) or other customary materiality qualifications), (iv) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the Agreement. The consummation of the transaction is not subject to any financing condition. On December 21, 2018, the Federal Trade Commission allowed the expiration of the 30-day Hart-Scott-Rodino waiting period, which in effect provides US regulatory approval of the sale. Additionally, clearance was received from the Polish Competition Authority with respect to the transaction, resulting in the clearance in all markets required.

The Agreement also contains certain termination rights, including the right of either party to terminate the Agreement if the consummation of the acquisition has not occurred on or before July 31, 2019 (the “Termination Date”). Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to Energizer’s obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then Energizer would be required to pay SBH a termination fee of $65 million.

 

25

Exhibit 99.3

ENERGIZER HOLDINGS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Acquisition of Spectrum Brands Holdings, Inc. Global Battery, Lighting and Portable Power Business

On January 15, 2018, Energizer Holdings, Inc. (Energizer or the Company) entered into a definitive acquisition agreement with Spectrum Brands Holdings, Inc. (Spectrum), to acquire its global battery, lighting, and portable power business (Acquired Battery Business), for a total purchase price of $2,000.0 million in cash, subject to certain purchase price adjustments (Battery Acquisition).

On November 15, 2018, the Company entered into an amended definitive acquisition agreement with Spectrum and proposed a remedy for consideration to the European Commission for regulatory approval. The remedy set forth by Energizer included the divestiture of the Varta ® consumer battery, chargers, portable power and portable lighting business in the Europe, Middle East and Africa region (EMEA), including manufacturing and distribution facilities in Germany (Varta Divestment Business or Divestiture). Energizer will retain the rights to the Varta brand in Latin America and Asia Pacific, as well as Spectrum’s global Rayovac ® -branded consumer and hearing aid batteries business.

On December 11, 2018, the European Commission approved the remedy as proposed and the Battery Acquisition closed on January 2, 2019. Energizer funded the Battery Acquisition through the net proceeds from the issuance of debt financing, term loans and cash on hand. Energizer began the formal divestiture process immediately after close and expects to complete the Divestiture during the first half of calendar year 2019.

Based on the original purchase price, net of assumed Divestiture proceeds of $550.0 million, the Company now expects the net purchase price to be $1,450 million, subject to certain purchase price adjustments. Energizer has assumed $550 million in Divestiture proceeds; however, actual proceeds may differ materially based on a variety of factors, including buyer interest, due diligence and the performance of the Varta Divestment Business. In the event that actual proceeds, including specified adjustments, exceed $600 million, Energizer has agreed to pay Spectrum 25% of such excess. In the event that actual proceeds, including specified adjustments, are less than $600 million, Spectrum has agreed to pay Energizer 75% of the shortfall and up to a total of $200 million. The assumed proceeds of $550.0 million includes Spectrum’s portion of the shortfall.

Acquisition of Spectrum’s Global Auto Care Business

On November 15, 2018, Energizer entered into a definitive acquisition agreement to acquire Spectrum’s global auto care business, including the Armor All®, STP®, and A/C PRO® brands (Acquired Auto Care Business), for a purchase price of $1,250.0 million, subject to certain purchase price adjustments (Auto Care Acquisition and collectively with the Battery Acquisition and related financing transactions and divestiture of the Varta Divestment Business, the Transactions). The contractual purchase price is comprised of $937.5 million in cash and $312.5 million of newly-issued Energizer common stock to Spectrum.

Per the acquisition agreement, the equity consideration to Spectrum was determined by dividing the contractually committed common stock amount of $312.5 million by the volume weighted average sales price (VWAP) per share of the Company’s common stock for the 10 consecutive trading days immediately preceding November 15, 2018, subject to certain potential adjustments under such agreement. As a result, 5.3 million shares are expected to be issued to Spectrum. In addition, per the terms of the agreement, additional cash consideration of $36.8 million will be paid based on the difference between the 10 day VWAP and the 20 day VWAP beginning with the 10 trading day immediately proceeding November 15, 2018.

The Company intends to fund the cash portion of the Auto Care Acquisition with the issuance of $600.0 million of debt financing and the issuance of common stock and mandatory convertible preferred stock through capital markets to generate proceeds of $375.0 million. This pro forma presentation assumes a share price of $46.84 based on the Company’s closing stock price on January 7, 2019. The Auto Care Acquisition is subject to customary closing conditions and is expected to close by February 2019.

Pro Forma Condensed Combined Financial Statements

The unaudited Pro Forma Condensed Combined Financial Statements have been prepared giving effect to the Transactions pursuant to Article 11 of Regulation S-X. The assets acquired and liabilities assumed in the Battery Acquisition and Auto Care Acquisition will be measured at their respective fair values with any excess purchase price reflected as goodwill. The valuation is preliminary and estimated asset values and assumed liabilities will be adjusted as final purchase price allocations are completed. The Pro Forma Condensed Combined Financial Statements also contemplate the Company’s ultimate issuance of debt financing, term loans, common stock, mandatory convertible preferred stock and new equity to be issued to Spectrum, net of the assumed proceeds of the Varta Divestment Business. The unaudited Pro Forma Condensed Combined Financial Statements presented assume that the Acquired Battery Business and Acquired Auto Care Business are wholly owned subsidiaries of the Company.

 

1


The unaudited Pro Forma Condensed Combined Balance Sheet at September 30, 2018 is presented on a basis to reflect the Transactions as if they had occurred on September 30, 2018. The following unaudited Pro Forma Condensed Combined Statement of Earnings for the year ended September 30, 2018 is presented on a basis to reflect the Transactions as if they had occurred on October 1, 2017.

The unaudited Pro Forma Condensed Combined Statement of Earnings includes interest and financing costs related to the Transactions and preliminary purchase accounting adjustments, such as depreciation and amortization expense on acquired tangible and intangible assets, which are expected to have continuing impact on the combined results. The impact from any of the operating results from the Varta Divestment Business has been removed as a pro forma adjustment to exclude those results as they will not have a continuing impact on the combined results. The impacts of any revenue or cost synergies that may result from combining Energizer and the Acquired Battery Business or Acquired Auto Care Business are not included herein. We expect to generate synergies through network optimization, selling, general and administrative reductions and procurement efficiencies. These savings are projected to be achieved over a period of three years following the close of the Transactions.

This financial information should be read in conjunction with the Company’s financial statements and accompanying notes, including the Company’s Annual Report on Form 10-K for the year ended September 30, 2018, filed with the SEC on November 16, 2018, as well as the Acquired Battery Business’ and the Acquired Auto Care Business’ audited annual combined financial statements as of September 30, 2018 and 2017 and for the fiscal years ended September 30, 2018, 2017 and 2016, and the notes related thereto, accompanying these Pro Forma Condensed Combined Financial Statements.

The pro forma adjustments are based upon available information and assumptions that management of Energizer believes reasonably reflect the Transactions. The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States of America (U.S. GAAP). Accordingly, the assets, liabilities and commitments of the Acquired Battery Business and the Acquired Auto Care Business are adjusted to their estimated fair values on the assumed acquisition date of September 30, 2018. The historical condensed combined financial information has been adjusted to reflect factually supportable items that are directly attributable to the Transactions and, with respect to the Pro Forma Condensed Combined Statement of Earnings only, expected to have a continuing impact on the combined results of operations. The unaudited Pro Forma Condensed Combined Financial Statements are provided for illustrative purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of Energizer would have been had the Transactions occurred on the dates assumed, nor are they necessarily indicative of the future consolidated results of operations or the financial position of Energizer.

 

2


ENERGIZER HOLDINGS, INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2018

(In millions, except per share data - Unaudited)

 

    Energizer     Acquired Battery Business     Energizer
and Acquired
    Acquired Auto Care Business        
Assets   Historical
September
30, 2018
    Historical
September 30, 2018
    Reclassifications
(Note 2)
    Pro Forma
Adjustments
(Note 5)
    Total Pro
Forma
    Battery
Combined
Business
    Historical
September
30, 2018
    Reclassifications
(Note 2)
    Pro Forma
Adjustments
(Note 5)
    Total Pro
Forma
    Combined
Pro Forma
Business
 

Current assets

                     

Cash and cash equivalents

  $ 522.1     $ —       $ —       $ (298.6 )(a)    $ (298.6   $ 223.5     $ —       $ —       $ (42.2 )(a)    $ (42.2   $ 181.3  

Trade receivables

    230.4       98.5       —         (41.3 )(b)      57.2       287.6       55.3       —         —         55.3       342.9  

Inventories

    323.1       127.8       —         (27.3 )(c)      100.5       423.6       74.4       —         17.2 (c)      91.6       515.2  

Prepaid expenses and other assets

    —         28.5       (28.5     —         —         —         3.9       (3.9     —         —         —    

Other receivables

    —         23.0       (23.0     —         —         —         4.6       (4.6     —         —         —    

Other current assets

    95.5       —         51.5       (18.7 )(d)      32.8       128.3       —         8.5       —         8.5       136.8  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

    1,171.1       277.8       —         (385.9     (108.1     1,063.0       138.2       —         (25.0     113.2       1,176.2  

Restricted cash

    1,246.2       —         —         (1,246.2 )(e)      (1,246.2     —         —         —         —         —         —    

Property, plant and equipment, net

    166.7       142.9         (0.9 )(f)      142.0       308.7       58.2       —         6.9 (f)      65.1       373.8  

Goodwill

    244.2       195.5         381.9 (g)      577.4       821.6       841.8       —         (631.6 )(g)      210.2       1,031.8  

Other intangible assets

    232.7       269.5         408.6 (h)      678.1       910.8       384.4       —         545.0 (h)      929.4       1,840.2  

Deferred charges and other

    —         9.5       (9.5     —         —         —         1.8       (1.8     —         —         —    

Deferred tax asset

    36.9       2.3       —         —   (i)      2.3       39.2       —         —         —   (i)      —         39.2  

Other assets

    81.0       —         9.5       (1.6 )(j)      7.9       88.9       —         1.8       —         1.8       90.7  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 3,178.8     $ 897.5     $ —       $ (844.1   $ 53.4     $ 3,232.2     $ 1,424.4     $ —       $ (104.7   $ 1,319.7     $ 4,551.9  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Shareholder’s Equity

 

             

Current liabilities

                     

Current maturities of long-term debt

  $ 4.0     $ —       $ —       $ (4.0 )(k)    $ (4.0   $ —       $ —       $ —       $ —       $ —       $ —    

Current portion of capital lease obligations

    —         5.9       (5.9     —         —         —         0.4       (0.4     —         —         —    

Notes payable

    247.3       —         —         (240.0 )(k)      (240.0     7.3       —         —         —         —         7.3  

Accounts payable

    228.9       131.5       —         (56.2 )(l)      75.3       304.2       54.6       —         —         54.6       358.8  

Accrued wages and salaries

    —         24.5       (24.5     —         —         —         3.7       (3.7     —         —         —    

Other current liabilities

    271.0       37.7       30.4       (113.4 )(m)      (45.3     225.7       16.4       4.1       (12.9 )(m)      7.6       233.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

    751.2       199.6       —         (413.6     (214.0     537.2       75.1       —         (12.9     62.2       599.4  

Long-term debt

    976.1       —         —         1,453.0 (k)      1,453.0       2,429.1       —         —         591.0 (k)      591.0       3,020.1  

Long-term debt held in escrow

    1,230.7       —         —         (1,230.7 )(k)      (1,230.7     —         —         —         —         —         —    

Capital lease obligations, net of current portion

    —         39.5       (39.5     —         —         —         32.3       (32.3     —         —         —    

Deferred income taxes

    —         62.0       (62.0     —         —         —         72.4       (72.4     —         —         —    

Other liabilities

    196.3       16.5       101.5       (24.7 )(n)      93.3       289.6       2.1       104.7       —         106.8       396.4  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    3,154.3       317.6       —         (216.0     101.6       3,255.9       181.9       —         578.1       760.0       4,015.9  

Shareholders’ equity

                     

Series A mandatory convertible preferred stock

    —         —         —         —         —         —         —         —         170.5 (o)      170.5       170.5  

Common stock

    0.6       —         —         —         —         0.6       —         —         0.1 (p)      0.1       0.7  

Additional paid-in capital

    217.8       —         —         —         —         217.8       —         —         427.7 (p)      427.7       645.5  

Retained earnings

    177.3       —         —         (48.2 )(q)      (48.2     129.1       —         —         (38.6 )(q)      (38.6     90.5  

Treasury stock

    (129.4     —         —         —         —         (129.4     —         —         —         —         (129.4

Accumulated other comprehensive loss

    (241.8     (57.8     —         57.8 (r)        (241.8     (6.3     —         6.3 (r)      —         (241.8

Net parent investment

    —         637.7       —         (637.7 )(r)      —         —         1,248.8       —         (1,248.8 )(r)      —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total shareholder’s equity

    24.5       579.9       —         (628.1     (48.2     (23.7     1,242.5       —         (682.8     559.7       536.0  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and shareholder’s equity

  $ 3,178.8     $ 897.5     $ —       $ (844.1   $ 53.4     $ 3,232.2     $ 1,424.4     $ —       $ (104.7   $ 1,319.7     $ 4,551.9  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

3


ENERGIZER HOLDINGS, INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

For the Year Ended September 30, 2018

(In millions, except per share data - Unaudited)

 

    Energizer     Acquired Battery Business     Energizer and
Acquired
    Acquired Auto Care Business        
    Historical
September 30,
2018
    Historical
September
30, 2018
    Reclassifications
(Note 2)
    Pro Forma
Adjustments
(Note 5)
    Total
Pro
Forma
    Battery
Combined
Business
    Historical
September 30,
2018
    Reclassifications
(Note 2)
    Pro Forma
Adjustments
(Note 5)
    Total
Pro
Forma
    Combined
Pro Forma
Business
 

Net sales

  $ 1,797.7     $ 870.5     $ —       $ (360.1 )(s)    $ 510.4     $ 2,308.1     $ 465.6     $ —       $ —       $ 465.6     $ 2,773.7  

Cost of products sold

    966.8       564.3       44.5       (267.2 )(t)      341.6       1,308.4       275.6       38.9       (1.9 )(t)      312.6       1,621.0  

Restructuring and related charges

    —         —         —         —         —         —         9.2       (9.2     —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    830.9       306.2       (44.5     (92.9     168.8       999.7       180.8       (29.7     1.9       153.0       1,152.7  

Selling, general and administrative expense

    421.7       —         130.1       (117.3 )(u)      12.8       434.5       —         57.6       —         57.6       492.1  

Selling expense

    —         64.5       (64.5     —         —         —         17.1       (17.1     —         —         —    

General and administrative expense

    —         125.7       (125.7     —         —         —         89.8       (89.8     —         —         —    

Advertising and sales promotion expense

    112.9       —         5.7       (1.0 )(v)      4.7       117.6       —         9.2       —         9.2       126.8  

Research and development expense

    22.4       11.8       —         (3.3 )(w)      8.5       30.9       4.1       —         —         4.1       35.0  

Amortization of intangible assets

    11.5       —         9.9       20.9 (x)      30.8       42.3       —         10.4       11.2 (x)      21.6       63.9  

Write-off for goodwill impairment

    —         —         —         —         —         —         92.5       —         —         92.5       92.5  

Restructuring

    —         —         —         —         —         —         9.2       —         —         9.2       9.2  

Gain on sale of real estate

    (4.6     —         —         —         —         (4.6     —         —         —         —         (4.6

Interest expense

    98.4       1.9       —         40.7 (y)      42.6       141.0       2.1       —         38.6 (y)      40.7       181.7  

Other items, net

    (6.6     —         1.1       21.0 (z)      22.1       15.5       —         0.2       —         0.2       15.7  

Other non-operating income, net

    —         1.1       (1.1     —         —         —         0.2       (0.2     —         —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings/(loss) before income taxes

    175.2       101.2       —         (53.9     47.3       222.5       (34.2     —         (47.9     (82.1     140.4  

Income tax provision/(benefit)

    81.7       21.4       —         (17.8 )(aa)      3.6       85.3       (24.7     —         (12.3 )(aa)      (37.0     48.3  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings/(loss)

  $ 93.5     $ 79.8     $ —       $ (36.1   $ 43.7     $ 137.2     $ (9.5   $ —       $ (35.6   $ (45.1   $ 92.1  
   

 

 

   

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Mandatory convertible preferred stock dividends

    —                 —               (bb)      13.6  
 

 

 

           

 

 

           

 

 

 

Net earnings attributable to common shareholders

  $ 93.5             $ 137.2             $ 78.5  
 

 

 

           

 

 

           

 

 

 

Earnings Per Share

                     

Basic net earnings per share

  $ 1.56             $ 2.29             (bb)    $ 1.14  

Diluted net earnings per share

  $ 1.52             $ 2.23             (bb)(cc)    $ 1.11  

Weighted-Average Shares—Basic

    59.8               59.8             9.3 (bb)      69.1  

Weighted-Average Shares—Diluted

    61.4               61.4             9.3 (bb)      70.7  

 

4


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

1. Basis of Presentation

The historical results of Energizer have been derived from the audited Consolidated Balance Sheet and Statement of Earnings as of and for the year ended September 30, 2018. The historical results of the Acquired Battery Business and Acquired Auto Care Business have been derived from their respective audited Combined Balance Sheet and Combined Statement of Earnings as of and for the year ended September 30, 2018. The impact of removing the Varta Divestiture Business is reflected within the Acquired Battery Business pro forma adjustments and are derived from the unaudited financial records of Spectrum based on the results of that business as of and for the year ended September 30, 2018.

The unaudited pro forma condensed combined financial information reflects adjustments to give effect to pro forma events that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of what the combined company’s financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under ASC 805, which requires, among other things, the assets and liabilities assumed in a business combination be recognized at their fair value as of the acquisition date.

2. Significant Accounting Policies

The unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Earnings have been prepared using the significant accounting policies as set forth in our audited consolidated financial statements for the year ended September 30, 2018. Adjustments have been made to the historical results for the Acquired Battery Business and Acquired Auto Care Business to be consistent with the presentation of Energizer’s Consolidated Balance Sheet and Statement of Earnings. The most significant adjustments to the balance sheet are:

1) reclassification of $32.4 of Prepaid expenses and other assets and $27.6 of Other receivables to Other current assets ;

2) reclassification of $11.3 of Deferred charges and other to Other assets;

3) reclassification of $6.3 of Current portion of capital lease obligations and $28.2 of Accrued wages and salaries to Other current liabilities; and

4) reclassification of $134.4 of Deferred income taxes and $71.8 of Capital lease obligations, net of current portion to Other liabilities.

The most significant adjustments to the statement of earnings was the reclassification of $81.6 of Selling expense and $215.5 of General and administrative expense to Selling, general and administrative expense (SG&A). Reclassification out of SG&A offset this increase and include the following significant items:

1) $74.2 of shipping and handling costs out of SG&A to Cost of products sold;

2) $14.9 of advertising expense out of SG&A to Advertising and sales promotion expense (A&P); and

3) $20.3 of amortization expense out of SG&A to Amortization of intangible assets.

Restructuring and related charges of $9.2 incurred by the Acquired Auto Care Business was also reclassified to Cost of products sold.

 

5


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

3. Preliminary Purchase Consideration and Purchase Price Allocation

The Company utilized or expects to utilize cash on hand and issued or expects to issue long-term debt and equity consideration to fund the Transactions. As of September 30, 2018, the adjustments to the $2,000.0 contractual purchase price for the Acquired Battery Business and the adjustments to the $1,250.0 contractual purchase price for the Acquired Auto Care Business included the following:

 

Preliminary Purchase Consideration    Acquired
Battery Business
     Acquired Auto
Care Business
 

Initial contractual cash consideration

   $ 2,000.0      $ 937.5  

Initial contractual equity consideration (1)

     —          312.5  

Less: Adjustment to fair value of equity issued (1)

     —          (65.2

Less: Contractual purchase price adjustments (2)

     (43.9      (4.8
  

 

 

    

 

 

 

Total consideration to be transferred

   $ 1,956.1      $ 1,180.0  

Plus: Assumed capital lease liability

     45.4        32.3  

Plus: Assumed pension liability

     42.6        —    
  

 

 

    

 

 

 

Total purchase price to be allocated

   $ 2,044.1      $ 1,212.3  
  

 

 

    

 

 

 

 

(1)

The contractual value of the stock expected to be issued to Spectrum was $312.5. Per the acquisition agreement, the actual number of shares was determined based on the 10 day VWAP calculation and resulted in 5,278,921 shares issued to Spectrum. As of January 7, 2019, the closing stock price was $46.84 per share and the fair value of the stock to be issued to Spectrum for pro forma purposes was based on this closing value resulting in a net fair value of $247.3 for the equity consideration.

(2)

The Acquired Battery Business’ adjustments related to the contractually assumed amount of the pension liability and capital lease obligations offset by actual working capital adjustments. The Acquired Auto Care Business’ adjustments related to the contractually assumed capital leases obligation and working capital adjustments offset by the additional cash consideration paid as a result of the 20 day VWAP calculation.

Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed are recorded at the acquisition date fair values. The purchase price allocation is preliminary and based on estimates of the fair value as of September 30, 2018. Upon final completion of the fair value assessment, the ultimate purchase price may differ from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of the assets and liabilities will be allocated to residual goodwill.

 

Preliminary Purchase Price Allocation    Acquired
Battery Business
     Acquired Auto
Care Business
 

Preliminary purchase price of the Acquired Businesses

   $ 2,044.1      $ 1,212.3  

Less: Carrying value of net assets acquired

     (76.2      (16.3

Less: Fair value of Other intangible assets

     (678.1      (929.4

Less: Increase in fair value of Inventory

     (21.3      (17.2

Less: Increase in fair value of PP&E, net

     (53.1      (6.9

Less: Assumed pension liability

     (42.6      —    

Less: Assumed capital leases

     (45.4      (32.3

Less: Fair value of net assets divested (including excess goodwill of $10.6)

     (550.0      —    
  

 

 

    

 

 

 

Residual goodwill

   $ 577.4      $ 210.2  
  

 

 

    

 

 

 

Reconciliation of Carrying Value of Net Assets Acquired

     

Carrying value of the Acquired Business at September 30, 2018

   $ 579.9      $ 1,242.5  

Less: Pension liability not included at September 30, 2018 (footnote n below)

     (38.7      —    

Less: Historical goodwill

     (195.5      (841.8

Less: Historical intangible assets

     (269.5      (384.4
  

 

 

    

 

 

 

Total Carrying value of net assets acquired

   $ 76.2      $ 16.3  
  

 

 

    

 

 

 

 

6


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

4. Transactions Sources and Uses

Acquired Battery Business

To fund the Battery Acquisition, the Company utilized cash on hand as well as the proceeds from the issuance of long-term debt. In addition, the Company utilized the proceeds to refinance current debt outstanding and pay acquisition related costs including debt issuance costs. An estimate of the sources and uses of funds for the Battery Acquisition are as follows:

 

Sources:           Uses:       

Cash on hand

   $ 299.1      Consideration to be transferred    $ 1,956.1  

Term loan A (1)

     200.0      Refinance Notes payable (3)      240.0  

Term loan B (1)

     1,000.0      Refinance current term loan (3)      388.0  

6.375% Senior Notes Due 2026 (2)

     500.0        

4.375% Senior Notes Due 2026 (Euro Notes of €650.00) (2)

     754.2      Estimated fees and expenses—including debt issuance costs (4)      169.2  
  

 

 

       

 

 

 

Total Sources

   $ 2,753.3      Total Uses    $ 2,753.3  
  

 

 

       

 

 

 

 

(1)

On January 2, 2019, the Company completed the Battery Acquisition and the proceeds of a new senior secured first lien credit agreement were released from escrow. The credit agreement includes a 5-year $400.0 undrawn revolving credit facility and also provided for $1,200.0 of borrowings under a $200.0 3-year term loan A facility and $1,000.0 7-year term loan B facility. These term loans are expected to be partially repaid with $550.0 of assumed proceeds from the Varta Divestment Business.

(2)

On July 6, 2018, the Company completed two senior note offerings due in 2026 of $500.0 at 6.375% and €650.0 (USD equivalent of $754.2) at 4.625% for a total of $1,254.2. The funds were held in escrow until closing of the Battery Acquisition and were recorded on the balance sheet as Restricted cash. As of September 30, 2018, the Restricted cash associated with these funds was $1,246.2. The net long-term debt related to the escrowed funds was $1,230.7, which included $23.5 of debt issuance costs. The closing of the Battery Acquisition resulted in the Restricted cash funds being utilized to fund the acquisition and the reclassification of the $1,230.7 from Long-term debt held in escrow to Long-term debt.

(3)

Represents borrowings under the Company’s previous senior secured revolving credit facility that were outstanding as of September 30, 2018 and repaid with the proceeds from the debt issuance.

(4)

This includes the payment of debt issuance costs and transaction costs already incurred as of September 30, 2018 and to be incurred through the closing of the Battery Acquisition. The costs not yet incurred to complete the Battery Acquisition are one-time in nature and have been excluded from adjustments to the Pro Forma Condensed Combined Statement of Earnings, but have been included as an adjustment to retained earnings on the Pro Forma Condensed Combined Balance Sheet. The impact of these transaction costs are a reduction to Other current liabilities of $66.1 and a reduction to retained earnings of $35.9 as well as payment of deferred financing fees of $67.2.

Acquired Auto Care Business

To fund the Auto Care Acquisition, the Company intends to utilize the proceeds from the issuance of long-term debt, the issuance of equity to Spectrum and capital markets, as well as cash on hand. In addition, the Company utilized the proceeds to pay acquisition related costs, including debt issuance costs. An estimate of the sources and uses of funds for the Auto Care Acquisition are as follows:

 

Sources:           Uses:       

Debt financing

   $ 600.0      Consideration to be transferred    $ 1,180.0  

Equity to Spectrum (5)

     247.3      Estimated fees and expenses—including debt and equity issuance costs (8)      84.5  

Common stock issuance (6)

     187.5        

Mandatory convertible preferred stock issuance (7)

     187.5        

Cash on hand

     42.2        
  

 

 

       

 

 

 

Total Sources

   $ 1,264.5      Total Uses    $ 1,264.5  
  

 

 

       

 

 

 

 

7


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

 

(5)

Based on the closing price of Energizer common stock of $46.84 on January 7, 2019, the $247.3 equity consideration represents the fair value of 5,278,921 shares of Energizer common stock expected to be issued to Spectrum in accordance with the Auto Care Acquisition Agreement. A sensitivity analysis related to the fluctuation in Energizer common stock price was performed to assess the impact that a hypothetical change of 10% on the closing price of Energizer common stock on January 7, 2019 would have on the estimated purchase price for accounting purposes and goodwill as of the closing date. A 10% increase to the Energizer share price would increase the purchase price by $24.7, and a 10% decrease in share price would decrease the purchase price by $24.7, both with a corresponding change to goodwill; however, any such changes in share price would not change the calculation of the number of shares issuable under the agreement.

(6)

Based on the closing price of Energizer common stock of $46.84 on January 7, 2019, the $187.5 of common stock issuance represents an assumed number of 4.0 million shares of Energizer common stock. A sensitivity analysis related to the fluctuation in Energizer common stock price was performed to assess the impact that a hypothetical change of 10% on the closing price of Energizer common stock on January 7, 2019 would have on the number of shares issued. A 10% increase to the Energizer share price would decrease the number of shares issued by 0.4 million, and a 10% decrease in share price would increase the number of common stock issued by 0.4 million.

(7)

We expect to issue $187.5 of Mandatory convertible preferred stock and we expect that those shares will provide for us to pay dividends at a rate of 7.25% per annum.We have assumed that we will pay those dividends in cash, although we expect to retain the right to pay those dividends in shares of our common stock. In addition, we have further assumed that none of the shares of the Mandatory convertible preferred stock have been converted during the periods presented.

(8)

This includes the payment of debt and equity issuance costs and transaction costs to be incurred through the closing of the Auto Care Acquisition. The costs not yet incurred to complete the Auto Care Acquisition are one-time in nature and have been excluded from adjustments to the Pro Forma Condensed Combined Statement of Earnings, but have been included as an adjustment to retained earnings on the Pro Forma Condensed Combined Balance Sheet. The impact of these transaction costs are a reduction to Other current liabilities of $12.9 and a reduction to retained earnings of $38.6 as well as payment of deferred financing fees of $9.0, equity issuance fees of $14.0 and a capped call of $10.0.

Varta Divestment Business

The Company will utilize the assumed proceeds from the Divestiture to repay a portion of the new term loans issued to finance the Battery Acquisition. An estimate of the Divestiture sources and uses of funds are as follows:

 

Sources:           Uses:       

Assumed Divestiture proceeds (9)

   $ 550.0     

Repayment on term loan A

   $ 91.7  

Cash on hand

     15.0     

Repayment on term loan B

     458.3  
     

Estimated fees and expenses (10)

     15.0  
  

 

 

       

 

 

 

Total Sources

   $ 565.0     

Total Uses

   $ 565.0  
  

 

 

       

 

 

 

 

(9)

The Company has assumed $550.0 in proceeds; however, actual proceeds may differ materially based on a variety of factors, including buyer interest, due diligence and the performance of the Varta Divestment Business. In the event that actual proceeds, including specified adjustments, exceed $600.0, Energizer has agreed to pay Spectrum 25% of such excess. In the event that actual proceeds, including specified adjustments, are less than $600.0, Spectrum has agreed to pay Energizer 75% of the shortfall up to a total of $200.0. The assumed proceeds of $550.0 includes Spectrum’s portion of the shortfall.

(10)

This includes the payment of fees and expenses anticipated to be incurred related to closing of the Divestiture. The costs not yet incurred to complete the Divestiture are one-time in nature and have been excluded from adjustments to the Pro Forma Condensed Combined Statement of Earnings, but have been included as an adjustment to retained earnings on the Pro Forma Condensed Combined Balance Sheet. The impact of these transaction costs are a reduction to Retained earnings of $11.4 and a reduction to Other current liabilities of $3.6.

 

8


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

5. Pro Forma Adjustments

(a) The cash impact of $340.8 is a result of the cash utilized for the Battery Acquisition of $299.1, the cash expected to be utilized for the Varta Divestment Business of $15.0 and the cash expected to be utilized for the Auto Care Acquisition of $42.2. Refer to Note 4, Transactions Sources and Uses, for further discussion of these adjustments.

The adjustment also includes cash of $15.5 related to the difference between the September 30, 2018 Restricted cash balance of $1,246.2 and the Long-term debt held in escrow of $1,230.7.

(b) Trade receivables was reduced by $41.3. This included $36.3 related to balances of the Varta Divestment Business and a $5.0 reduction for outstanding accounts receivables for sales made between Energizer and the Acquired Battery Business in fiscal 2018. These receivables are eliminated as they would have been intercompany if the acquisition had occurred on September 30, 2018.

(c) The Acquired Battery Business pro forma adjustment $27.3 reflects the removal of inventories of the Varta Divestment Business and the removal of profit in inventory from the elimination of sales between Energizer and Spectrum ($0.9), partially offset by the full increase in inventory fair value. The fair value adjustment for all inventory in the Acquired Battery Business was $44.8, of which $23.5 was related to the Varta Divestment Business and $21.3 is related to the retained business. The preliminary fair value of the retained business’ inventory was $101.4 and the fair value of the Varta Divestment Business’ inventory was $71.2 based on the preliminary valuation.

The fair value adjustment for the Acquired Auto Care Business was $17.2 with a preliminary fair value of $91.6. Finished goods were valued at estimated selling prices less the sum of estimated costs of disposal and reasonable profit allowance for selling effort and will yield lower margins as inventory is sold over the next three months.

(d) Other current assets were reduced by $18.7 related to balances of the Varta Divestment Business.

(e) The Restricted cash balance represented the proceeds from the Company’s July 6, 2018 issuance of the debt financing issued to fund the Battery Acquisition. Refer to Note 4, Transactions Sources and Uses, for further discussion.

(f) The Acquired Battery Business pro forma net adjustment of $0.9 to Property, plant and equipment, net represents the removal of the Varta Divested Business’ assets partially offset by the fair market value increase for the acquire PP&E. The fair market value increase for all Property, plant and equipment, net in the Acquired Battery Business was $83.1, of which $53.1 related to the retained business and $30.0 related to the Varta Divestment Business. The estimated fair value of the retained assets was $142.0 and the fair value for the Varta Divestment Business was $84.0 based on the preliminary valuation.

The fair market value increased for all Property, plant and equipment in the Acquired Auto Care Business was $6.9 and the fair value of the assets was $65.1.

(g) Reflects the net adjustment to remove the acquired business’ historical goodwill and record the residual goodwill based on the preliminary purchase price allocation discussed in Note 3, Preliminary Purchase Consideration and Purchase Price Allocation.

(h) Reflects adjustments for the net effect of eliminating the acquired business’ historical intangible assets balance and recording the identifiable intangible assets retained in the Transactions. The preliminary fair values of the intangible assets retained included the following:

 

     Acquired Battery Business      Acquired Auto Care Business  
     Preliminary
Fair Value
     Weighted
Average Life
     Preliminary
Fair Value
     Weighted
Average Life
 

Trade names

   $ 468.0        Indefinite      $ 664.1        Indefinite  

Trade names—definite lived

     —             22.0        15 years  

Customer relationships

     154.1        15 years        133.2        15 years  

Proprietary technology

     56.0        5.9 years        110.1        9.8 years  
  

 

 

       

 

 

    

Total Other intangible assets

   $ 678.1         $ 929.4     
  

 

 

       

 

 

    

The amortizable intangible assets will be amortized on a straight-line basis over their estimated useful lives. The fair value of the Varta Divestment Business’ Other intangible assets was $485.9 at the date of the Battery Acquisition. These assets were excluded from the combined pro forma business.

 

9


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

(i) The Company is still evaluating the current and deferred tax implications of the Transactions. The Company is acquiring businesses from around the world and the acquisition agreements have determined each jurisdiction to be either a stock or asset acquisition. Due to the accounting implications of the asset versus stock deal by legal jurisdiction, as well as the varying statutory tax rates across the global business, the Company’s best estimate of deferred taxes for this pro forma is the deferred tax balances of the Acquired Battery Business and Acquired Auto Care Business as of September 30, 2018.

(j) Other assets was reduced by $1.6 related to balances of the Varta Divestment Business.

(k) The net impact of the financing transactions to Current maturities of long-term debt, Notes Payable, Long-term debt and Long-term debt held in escrow are summarized below:

 

     Current
maturities
of long-
term debt
    Notes
Payable
    Long-
term debt
    Long-
term debt
held in
escrow
    Total  

Term loans relating to the Battery Acquisition

   $ —       $ —       $ 1,200.0     $ —       $ 1,200.0  

Senior notes relating to the Battery Acquisition

     —         —         1,254.2       (1,254.2     —    

Payment of senior secured revolving credit facility

     (4.0     (240.0     (384.0     —         (628.0

Payment of new term loans with Divestiture proceeds

     —         —         (550.0     —         (550.0

Less deferred financing fees and debt discounts

     —         —         (67.2     23.5       (43.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Acquired Battery Business pro forma adjustments

   $ (4.0   $ (240.0   $ 1,453.0     $ (1,230.7   $ (21.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Debt financing

   $ —       $ —       $ 600.0     $ —       $ 600.0  

Less deferred financing fees

     —         —         (9.0     —         (9.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Acquired Auto Care Business pro forma adjustments

   $ —       $ —       $ 591.0     $ —       $ 591.0  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(l) Accounts payable was reduced by $56.2. This includes the removal of $51.2 related to balances of the Varta Divestment Business and a $5.0 reduction for outstanding accounts payable for sales made between Energizer and the Acquired Battery Business in fiscal 2018. These payables are eliminated as they would have been intercompany if the acquisition had occurred on September 30, 2018.

(m) Other current liabilities Acquired Battery Business’ pro forma adjustment was a reduction of $113.4 which included $43.7 related to balances of the Varta Divestment Business. The remaining decrease is due to the payment of accrued transaction costs related to the Acquired Battery Business of $66.1 and the Varta Divestment Business of $3.6 paid from the funding sources. The Acquired Auto Care Business also had an adjustment of $12.9 related to its funding sources. Refer to Note 4, Transactions Sources and Uses above for additional information

(n) Other liabilities was reduced by $24.7 which represented the total Other liabilities included in the Acquired Battery Business’ historical results related to the Varta Divestment Business. In addition to those Other liabilities, the Varta Divestment Business will also assume an unfunded pension liability of $38.7. This pension plan was a multi-employer plan with other Spectrum businesses and was not recorded on the Acquired Battery Business’ historical balance sheet. This balance was not included in the historical results of the Acquired Battery Business and will not be retained by the Company after the divestiture. As a result, no pro forma adjustment was required to remove this liability balance from the historical results.

(o) Series A Mandatory convertible preferred stock increased by $170.5 which reflects the assumed proceeds of the $187.5 issuance less the $7.0 of estimated fees to issue the stock and the expenses related to the capped call of $10.0. In addition, if the underwriters exercise in full their option to purchase an additional 15% of shares representing Series A mandatory convertible preferred stock, it would result in an additional $28.1 of proceeds, subject to issuance costs. However, no such exercise is reflected in these pro forma financial statement.

(p) Common stock increased by $0.1 for the $0.01 per share par value of the assumed number of newly issued common shares of 9.3 million and APIC increased $427.7 related to the new common share issuances. Based on the closing price of Energizer common stock of $46.84 on January 7, 2019, the newly issued shares of Energizer common stock resulted in an increase to APIC of $434.7. This increase was offset by the estimated expenses to issue the common equity of $7.0.

 

10


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

In addition, if the underwriters exercise in full their option to purchase an additional 15% of Common stock, it would result in an additional $28.1 of proceeds, subject to issuance costs, and 0.6 million additional shares based on the closing price of Energizer common stock of $46.84 on January 7, 2019. However, no such exercise is reflected in these pro forma financial statement.

(q) The Retained earnings adjustment of $48.2 reflects adjustment for the anticipated transaction costs still to be incurred after September 30, 2018 for the Battery Acquisition of $35.9 and the Divestiture of $11.4 discussed in Note 4, Transactions Sources and Uses above, as well as the elimination of profit from the sales between Energizer and the Acquired Battery Business in fiscal 2018.

The Auto Care Acquisition adjustment of $38.6 also relates to the anticipated transaction costs discussed in Note 4, Transactions Sources and Uses.

(r) Reflects the elimination of the Acquired Battery Business’ and Acquired Auto Care Business’ historical equity.

(s) The Acquired Battery Business’ Net sales for the twelve months ended September 30, 2018, was reduced by $360.1. This included a reduction of $355.1 related to the Varta Divestment Business’ operations and a $5.0 reduction for sales made between Energizer and the Acquired Battery Business in fiscal 2018. These sales would have been intercompany sales if the acquisition had occurred on October 1, 2017.

(t) The Acquired Battery Business’ Cost of products sold for the twelve months ended September 30, 2018, was reduced by $267.2 driven by the removal of:

1) $258.3 related to the operations of the Varta Divestment Business;

2) $4.1 related to the cost of goods sold on the sales made between Energizer and the Acquired Battery Business in fiscal 2018 which would have been intercompany sales if the acquisition had occurred on October 1, 2017; and

3) $4.8 associated with the adjustment to record the Acquired Battery Business’ property, plant and equipment, net at fair value as if the Transactions had occurred on October 1, 2017. The decrease in depreciation expense from the historical results is due to the Corporate allocations included in its historical results.

The Acquired Auto Care Business’s Cost of products sold was reduced by $1.9 associated with the adjustment to record its assets net at fair value. The decrease in depreciation expense from the historical results is due to the Corporate allocations included in its historical results.

The fair value adjustments related to retained inventory acquired of $21.3 related to the Acquired Battery Business and $17.2 related to the Acquired Auto Care Business were not included in the cost of products sold pro forma adjustments as they will not have a continuing impact on the operations of the combined business.

(u) The reduction to SG&A of $117.3 includes the removal of $70.2 of acquisition and integration expenses included in SG&A costs from both Energizer and the Acquired Battery Business’ historical financial statements which are related to these Transactions, and will not have a continuing impact on the operations of the combined business, and the removal of $47.1 of SG&A expenses related to the operations of the Varta Divestment Business.

(v) The reduction to A&P of $1.0 is related to the operations of the Varta Divestment Business.

(w) The reduction to R&D of $3.3 is related to the operations of the Varta Divestment Business.

(x) Includes additional intangible asset amortization expense of $24.9 and $11.2 associated with the adjustment to record the Acquired Battery Business’ and Acquired Auto Care Business’ retained intangible assets, respectively, at their preliminary fair value and the resultant full year amortization expense of $52.4 as if the Transactions had occurred on October 1, 2017. This increase was offset by the removal of $4.0 of amortization expense related to the Varta Divestment Business.

(y) The pro forma interest expense associated with these Transactions includes the annual interest expense on the long-term debt of $3,104.2 after application of the assumed proceeds from the Varta Divestment Business to reduce indebtedness (balance sheet includes the netting of debt issuance costs of $84.1) at the estimated weighted average interest rate for the debt at 5.9%. The pro forma interest expense of $181.7 was offset by the removal of Energizer, the Acquired Battery Business’ and the Acquired Auto Care Business’ historical interest expense of $98.4, $1.9, and $2.1, respectively.

 

11


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

In addition, excluding the new $600.0 of debt financing for the Auto Care Acquisition, less than 2% of the long-term debt is variable when taking into account interest rate swaps the Company has in place. An 1/8% change in the interest rate on the variable portion of debt outstanding would result in a change to the annual interest expense of less than $0.1. A 1/8% change in the interest rate on the placement of the new $600.0 of debt financing would result in a change to annual interest expense of $0.8.

(z) Includes the removal of $15.2 of foreign currency gains and $5.2 of interest income recorded in Energizer’s historical results which were related to the Euro bonds issued on July 6, 2018 to fund the Battery Acquisition. These gains are associated with the restricted funds from the Battery Acquisition debt issuance, and are being removed as they are related to the Battery Acquisition and will not have a continuing impact on the operations of the combined business. The remaining adjustment is related to the removal of $0.6 of income related to the Varta Divestment Business.

(aa) The Company is still evaluating the current and deferred tax implications of the Transactions. The Company is acquiring businesses from around the world and the acquisition agreements have determined each jurisdiction to be either a stock or asset acquisition. Due to the accounting implications of the asset versus stock deal by legal jurisdiction, as well as the varying statutory tax rates across the global business, the Company’s best estimate of the income tax provision/(benefit) for the Sales, Cost of products sold, SG&A and Amortization of intangible assets pro forma adjustments is the effective tax rate of the Acquired Battery Business and Acquired Auto Care Business. The pro forma tax benefit for the Energizer SG&A and interest expense adjustment was calculated utilizing the statutory rates for the entities where the cost would be incurred.

The above pro forma adjustments to the Acquired Battery Business resulted in a reduction to income tax provision of $3.2. In addition, the Acquired Battery Business income taxes for the twelve months ended September 30, 2018, were reduced by $14.6 for the Varta Divestment Business based on the statutory rates of the Varta Divestment Business. The above pro forma adjustments to the Acquired Auto Care Business resulted in a reduction to income tax provision of $12.3.

(bb) The following table provides the pro forma weighted average number of basic and diluted common shares outstanding for the year ended September 30, 2018. Diluted earnings per common share applies the if-converted method by adjusting for the more dilutive effect of the Mandatory convertible preferred stock as a result of either its accumulated dividend for the period in the numerator, or the assumed-converted common share equivalent in the denominator. No adjustment for the shares issuable on conversion is reflected in the computation of the pro forma diluted earnings per common share because the assumed conversion of those shares would be anti-dilutive.

 

Numerator:    For the Year Ended
September 30, 2018
 

Pro forma earnings available to common shareholders—basic

   $ 92.1  

Less: Series A Mandatory convertible preferred stock dividends (1)

     13.6  
  

 

 

 

Pro form earnings available to common shareholders—diluted

   $ 78.5  

Denominator:

  

Basic:

  

As reported weighted average common shares outstanding

     59.8  

Common Stock assumed issued (2)

     9.3  
  

 

 

 

Pro forma weighted average common shares outstanding

     69.1  

Diluted:

  

As reported weighted average common shares outstanding

     61.4  

Common Stock assumed issued (2)

     9.3  
  

 

 

 

Pro forma weighted average common shares outstanding

     70.7  

Earnings per common share:

  

Pro forma basic earnings per common share

   $ 1.14  

Pro forma diluted earnings per common share

   $ 1.11  

(1) Based on our reported share price of $46.84 on January 7, 2019, we will be issuing Mandatory convertible preferred stock which would result in the issuance of 4.0 million shares of Common stock upon maturity. A 10% increase to the Energizer share price at the date of issuance would decrease the number of common shares issued by 0.4 million, and a 10% decrease in share price at the date of issuance would increase the number of common stock issued by 0.4 million. If the underwriters exercise their option to purchase up to an 15% of the Mandatory convertible preferred stock, an additional 0.6 million shares would be issued based on the January 7, 2019 closing stock price.

 

12


ENERGIZER HOLDINGS, INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

For the Year Ended September 30, 2018

(In millions, except share and per share data - Unaudited)

 

We have assumed that the Mandatory convertible preferred stock will pay cash dividends of 7.25% per annum on $187.5 assumed proceeds, which would result in an aggregate cash dividend of $13.6 for the year ended September 30, 2018. A 1/8 percent change in the assumed dividend rate on the Mandatory convertible preferred stock would change the amount of cash dividends by approximately $0.2 for the year ended September 30, 2018. The foregoing amounts of dividends assume that we pay dividends on the Mandatory Convertible Preferred Stock in cash. However, we expect to retain the right to pay those dividends in shares of our common stock.

A 10% change in the allocation between the Mandatory convertible preferred stock and the Common stock would result in a change in the Mandatory convertible preferred stock proceeds of $18.8 million and would result in additional dividends of $1.4.

(2) Based on the closing price of Energizer common stock of $46.84 on January 7, 2019, the newly issued shares of Energizer common stock would result in 4.0 million shares. In addition, the Company expects to issue 5.3 million shares to Spectrum. In total, the Company has increased its basic and diluted shares outstanding by 9.3 million shares assuming that the transactions had occurred as of October 1, 2017.

If the underwriters exercise in full their option to purchase an additional 15% of Common stock, it would result in an additional $28.1 of proceeds, subject to issuance costs, and 0.6 million additional shares based on the closing price of Energizer common stock of $46.84 on January 7, 2019. However, no such exercise is reflected in these pro forma financial statement.

A 10% change in the allocation between the Common stock and the Mandatory convertible preferred stock would result in additional shares of approximately 0.4 million. A 10% increase to the Energizer share price would decrease the number of shares issued by 0.4 million, and a 10% decrease in share price would increase the number of common stock issued by 0.4 million.

(cc) The pro forma diluted net earnings per share of $1.11 do not include the impacts of any revenue or cost synergies that may result from combining Energizer and the Acquired Battery Business or Acquired Auto Care Business which are not included herein. We expect to generate synergies through network optimization, SG&A reductions and procurement efficiencies. These savings are projected to be achieved over a period of three years following the close of the Transactions.

 

13