Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Entity [Abstract] | ||
Entity Registrant Name | ENERGIZER HOLDINGS, INC. | |
Entity Central Index Key | 0001632790 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | ENR | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common stock outstanding, shares | 69,875,154 |
COMBINED STATEMENTS OF EARNINGS
COMBINED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Condensed) (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 556.4 | $ 374.4 | $ 1,128.3 | $ 947.7 |
Cost of products sold | 362.2 | 205.9 | 658.6 | 500.9 |
Gross profit | 194.2 | 168.5 | 469.7 | 446.8 |
Selling, general and administrative expense | 141.3 | 104.2 | 245.9 | 203.4 |
Advertising and sales promotion expense | 24.7 | 20.9 | 65.6 | 58.2 |
Research and development expense | 8.7 | 5.4 | 14.2 | 10.7 |
Amortization of intangible assets | 12.5 | 2.8 | 15.7 | 5.6 |
Interest expense | 77.2 | 16.5 | 125.4 | 29.9 |
Total Other items, net | 3.8 | 0.9 | (13.1) | 2.2 |
(Loss)/earnings before income taxes | (74) | 17.8 | 16 | 136.8 |
Income tax (benefit)/provision | (11.7) | 10 | 7.5 | 68.6 |
Net (loss)/earnings from continuing operations | (62.3) | 7.8 | 8.5 | 68.2 |
Net loss from discontinued operations, net of income tax benefit of $2.9 | (11) | 0 | (11) | 0 |
Net (loss)/earnings | (73.3) | 7.8 | (2.5) | 68.2 |
Mandatory preferred stock dividends | (3.3) | 0 | (3.3) | 0 |
Net (loss)/earnings attributable to common shareholders | $ (76.6) | $ 7.8 | $ (5.8) | $ 68.2 |
Basic net (loss)/earnings per common share- continuing operations (in dollars per share) | $ (0.97) | $ 0.13 | $ 0.08 | $ 1.14 |
Basic net loss per common share- discontinued operations (in dollars per share) | (0.17) | 0 | (0.17) | 0 |
Basic net (loss)/earnings per common share (in dollars per share) | (1.14) | 0.13 | (0.09) | 1.14 |
Diluted net (loss)/earnings per common share- continuing operations (in dollars per share) | (0.97) | 0.13 | 0.08 | 1.11 |
Diluted net loss per common share- discontinued operations (in dollars per share) | (0.17) | 0 | (0.17) | 0 |
Diluted net (loss)/earnings per common share (in dollars per share) | $ (1.14) | $ 0.13 | $ (0.09) | $ 1.11 |
Weighted average shares of common stock - Basic (shares) | 67.3 | 59.7 | 63.5 | 60 |
Weighted average shares of common stock - Diluted (shares) | 67.3 | 61.1 | 64.6 | 61.3 |
Statements of Comprehensive Income: | ||||
Net (loss)/earnings | $ (73.3) | $ 7.8 | $ (2.5) | $ 68.2 |
Other comprehensive (loss)/income, net of tax (benefit)/expense | ||||
Foreign currency translation adjustments | 20.3 | 9.3 | 16.6 | 16.6 |
Pension activity, net of tax of $0.3 and $0.6, for the quarter and six months ended March 31, 2019, respectively, and $0.3 and $0.8 for the quarter and six months ended March 31, 2018, respectively. | 1 | 0.6 | 2.1 | 1.8 |
Deferred (loss)/gain on hedging activity, net of tax of ($0.8) and ($1.8), for the quarter and six months ended March 31, 2019, respectively, and $1.5 and $2.6 for the quarter and six months ended March 31, 2018, respectively. | (1.1) | 3.8 | (4.4) | 6.3 |
Total comprehensive (loss)/income | $ (53.1) | $ 21.5 | $ 11.8 | $ 92.9 |
COMBINED STATEMENTS OF EARNIN_2
COMBINED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Condensed) Parenthetical - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Pension/postretirement activity, tax | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.8 |
Deferred (loss)/gain on hedging activity, tax | (0.8) | $ 1.5 | $ (1.8) | $ 2.6 |
Income tax benefit attributable to discontinued operations | $ 2.9 |
COMBINED BALANCE SHEETS (Conden
COMBINED BALANCE SHEETS (Condensed) (Unaudited) - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Current assets | ||
Cash and cash equivalents | $ 332.9 | $ 522.1 |
Trade receivables, less allowance for doubtful accounts of $6.8 and $4.0, respectively | 352.6 | 230.4 |
Inventories | 491.1 | 323.1 |
Other current assets | 153.6 | 95.5 |
Assets held for sale | 848.2 | 0 |
Total current assets | 2,178.4 | 1,171.1 |
Restricted cash | 0 | 1,246.2 |
Property, plant and equipment, net | 363.7 | 166.7 |
Goodwill | 1,012.4 | 244.2 |
Other intangible assets, net | 1,936.8 | 232.7 |
Deferred tax asset | 50.2 | 36.9 |
Other assets | 100.8 | 81 |
Total assets | 5,642.3 | 3,178.8 |
Current liabilities | ||
Current maturities of long-term debt | 10 | 4 |
Current portion of capital leases | 1.6 | 0 |
Notes payable | 8.2 | 247.3 |
Accounts payable | 291.2 | 228.9 |
Other current liabilities | 315.6 | 271 |
Liabilities held for sale | 389.6 | 0 |
Total current liabilities | 1,016.2 | 751.2 |
Long-term debt | 3,557.1 | 976.1 |
Long-term debt held in escrow | 0 | 1,230.7 |
Other liabilities | 423.7 | 196.3 |
Total liabilities | 4,997 | 3,154.3 |
Shareholders' equity | ||
Common stock | 0.7 | 0.6 |
Mandatory convertible preferred stock | 0 | 0 |
Additional paid-in capital | 860.5 | 217.8 |
Retained earnings | 127.9 | 177.3 |
Treasury stock | (116.3) | (129.4) |
Accumulated other comprehensive loss | (227.5) | (241.8) |
Total shareholders' equity | 645.3 | 24.5 |
Total liabilities and shareholders' equity | $ 5,642.3 | $ 3,178.8 |
COMBINED BALANCE SHEETS (Cond_2
COMBINED BALANCE SHEETS (Condensed) (Unaudited) Parenthetical - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6.8 | $ 4 |
COMBINED STATEMENTS OF CASH FLO
COMBINED STATEMENTS OF CASH FLOWS (Condensed) (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flow from Operating Activities | ||
Net (loss)/earnings | $ (2.5) | $ 68.2 |
Loss from discontinued operations, net of tax | (11) | 0 |
Net (loss)/earnings from continuing operations | 8.5 | 68.2 |
Depreciation and amortization | 40 | 22.4 |
Deferred income taxes | 0.2 | 13.6 |
Share-based compensation expense | 14.1 | 14 |
Mandatory transition tax | 1.5 | 28.8 |
Inventory step up | 27.2 | 0 |
Non-cash items included in income, net | (5.8) | 6.6 |
Other, net | (3.5) | (4.2) |
Changes in current assets and liabilities used in operations | (69.2) | 11.2 |
Net cash from operating activities from continuing operations | 13 | 160.6 |
Net cash used by operating activities from discontinued operations | (11.2) | 0 |
Net cash from operating activities | 1.8 | 160.6 |
Cash Flow from Investing Activities | ||
Capital expenditures | (20.7) | (11.3) |
Proceeds from sale of assets | 0.1 | 0 |
Acquisitions, net of cash acquired | (2,403.8) | 0 |
Net cash used by investing activities from continuing operations | (2,424.4) | (11.3) |
Net cash used by investing activities from discontinued operations | (450.6) | 0 |
Net cash used by investing activities | (2,875) | (11.3) |
Cash Flow from Financing Activities | ||
Cash proceeds from issuance of debt with original maturities greater than 90 days | 1,800 | 0 |
Payments on debt with maturities greater than 90 days | (438.4) | (2) |
Net (decrease)/increase in debt with original maturities of 90 days or less | (239.1) | 43.4 |
Debt issuance costs | (40.1) | 0 |
Net proceeds from issuance of mandatory convertible preferred shares | 199.5 | 0 |
Net proceeds from issuance of common stock | 205.3 | 0 |
Dividends paid on common stock | (40.8) | (35) |
Common stock purchased | 0 | (50) |
Taxes paid for withheld share-based payments | (7.1) | (1.8) |
Net cash from/(used by) financing activities from continuing operations | 1,439.3 | (45.4) |
Net cash used by financing activities from discontinued operations | (1) | 0 |
Net cash from/(used by) financing activities | 1,438.3 | (45.4) |
Effect of exchange rate changes on cash | (0.5) | 8.4 |
Net (decrease)/increase in cash, cash equivalents, and restricted cash from continuing operations | (972.6) | 112.3 |
Net decrease in cash, cash equivalents, and restricted cash from discontinued operations | (462.8) | 0 |
Net (decrease)/increase in cash, cash equivalents, and restricted cash | (1,435.4) | 112.3 |
Cash, cash equivalents, and restricted cash, beginning of period | 1,768.3 | 378 |
Cash, cash equivalents, and restricted cash, end of period | $ 332.9 | $ 490.3 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY/(DEFICIT) - USD ($) $ in Millions | Total | Common Stock | Preferred Stock | Preferred Stock | Preferred StockPreferred Stock | Common Stock | Common StockCommon Stock | Additional Paid-in Capital | Additional Paid-in CapitalCommon Stock | Additional Paid-in CapitalPreferred Stock | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive (Loss)/Income |
Beginning Balance at Sep. 30, 2017 | $ 85.1 | $ 0.6 | $ 196.7 | $ 198.7 | $ (72.1) | $ (238.8) | |||||||
Beginning Balance (in shares) at Sep. 30, 2017 | 60,709,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss)/earnings | 60.4 | 60.4 | |||||||||||
Share based payments | 6.7 | 6.7 | |||||||||||
Activity under stock plans | (1.8) | (4.8) | (0.8) | 3.8 | |||||||||
Activity under stock plans (in shares) | 91,000 | ||||||||||||
Dividends to shareholders ($0.30 per share) | (18.7) | (18.7) | |||||||||||
Other comprehensive loss | 11.1 | 11.1 | |||||||||||
Net (loss)/earnings from continuing operations | 68.2 | ||||||||||||
Loss from discontinued operations, net of tax | 0 | ||||||||||||
Common stock purchased | (50) | (50) | |||||||||||
Common stock purchased (in shares) | (1,126,000) | ||||||||||||
Ending Balance at Mar. 31, 2018 | $ 44.7 | $ 0.6 | 205.4 | 190.5 | (117.7) | (234.1) | |||||||
Ending Balance (in shares) at Mar. 31, 2018 | 59,686,000 | ||||||||||||
Dividends per common share (in dollars per share) | $ 0.29 | ||||||||||||
Beginning Balance at Dec. 31, 2017 | $ 33.6 | $ 0.6 | 198.6 | 180.4 | (118.3) | (227.7) | |||||||
Beginning Balance (in shares) at Dec. 31, 2017 | 59,674,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss)/earnings | 7.8 | 7.8 | |||||||||||
Share based payments | 7.3 | 7.3 | |||||||||||
Activity under stock plans | 0.1 | (0.5) | 0 | 0.6 | |||||||||
Activity under stock plans (in shares) | 12,000 | ||||||||||||
Dividends to shareholders ($0.30 per share) | (17.8) | (17.8) | |||||||||||
Other comprehensive loss | 13.7 | 13.7 | |||||||||||
Net (loss)/earnings from continuing operations | 7.8 | ||||||||||||
Loss from discontinued operations, net of tax | 0 | ||||||||||||
Ending Balance at Mar. 31, 2018 | 44.7 | $ 0.6 | 205.4 | 190.5 | (117.7) | (234.1) | |||||||
Ending Balance (in shares) at Mar. 31, 2018 | 59,686,000 | ||||||||||||
Beginning Balance at Sep. 30, 2018 | 24.5 | $ 0.6 | 217.8 | 177.3 | (129.4) | (241.8) | |||||||
Beginning Balance (in shares) at Sep. 30, 2018 | 59,608,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss)/earnings | 70.8 | 70.8 | |||||||||||
Share based payments | 6.5 | 6.5 | |||||||||||
Activity under stock plans | (7.1) | (16.1) | (3.6) | 12.6 | |||||||||
Activity under stock plans (in shares) | 290,000 | ||||||||||||
Dividends to shareholders ($0.30 per share) | (18.4) | (18.4) | |||||||||||
Other comprehensive loss | (5.9) | (5.9) | |||||||||||
Net (loss)/earnings from continuing operations | 8.5 | ||||||||||||
Loss from discontinued operations, net of tax | (11) | ||||||||||||
Ending Balance at Mar. 31, 2019 | $ 645.3 | $ 0.7 | 860.5 | 127.9 | (116.3) | (227.5) | |||||||
Ending Balance (in shares) at Mar. 31, 2019 | 69,875,000 | ||||||||||||
Dividends per common share (in dollars per share) | $ 0.30 | ||||||||||||
Preferred stock dividend declared (in dollars per share) | $ 1.83 | ||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 70.4 | $ 0.6 | 208.2 | 226.1 | (116.8) | (247.7) | |||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 59,898,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share based payments | 7.6 | 7.6 | |||||||||||
Activity under stock plans | 0 | (0.5) | 0.5 | ||||||||||
Activity under stock plans (in shares) | 11,000 | ||||||||||||
Dividends to shareholders ($0.30 per share) | (21.6) | (21.6) | |||||||||||
Dividends to common shareholders ($0.30 per share) | (3.3) | (3.3) | |||||||||||
Other comprehensive loss | 20.2 | 20.2 | |||||||||||
Net (loss)/earnings from continuing operations | (62.3) | (62.3) | |||||||||||
Loss from discontinued operations, net of tax | $ (11) | (11) | |||||||||||
Issuance of stock | $ 445.8 | $ 199.5 | $ 0.1 | $ 445.7 | $ 199.5 | ||||||||
Issuance of stock (in shares) | 2,156,000 | 9,966,000 | |||||||||||
Common stock purchased (in shares) | (1,126,379) | ||||||||||||
Ending Balance at Mar. 31, 2019 | $ 645.3 | $ 0.7 | $ 860.5 | $ 127.9 | $ (116.3) | $ (227.5) | |||||||
Ending Balance (in shares) at Mar. 31, 2019 | 69,875,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Preferred Stock, Shares Outstanding | 2,156,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business - Energizer Holdings, Inc. and its subsidiaries (Energizer or the Company) is a global manufacturer, marketer and distributer of household batteries, specialty batteries and portable lights under the Energizer® and Eveready® brand names. Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions. On July 1, 2016, Energizer expanded its portfolio of brands with an acquisition of a leading designer and marketer of automotive fragrance and appearance products. The Company's brands now include Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL® and Eagle One®. On July 2, 2018, Energizer acquired the Nu Finish® and Scratch Doctor® brands to add to its automotive appearance offerings. On January 2, 2019, Energizer expanded its battery portfolio with the acquisitions of Spectrum Holdings, Inc.’s (Spectrum) global battery, lighting, and portable power business (Battery Acquisition). The Battery Acquisition included the Rayovac® and Varta® brands (Acquired Battery Business). On January 28, 2019, Energizer further expanded its auto care portfolio with the acquisitions of Spectrum's global auto care business (Auto Care Acquisition). The Auto Care Acquisition included the Armor All®, STP®, and A/C PRO® brands (Acquired Auto Care Business). Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests. The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows have been included. Certain reclassifications have been made to the prior year financial statements to conform to the current presentation. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. These statements should be read in conjunction with the financial statements and notes thereto for Energizer for the year ended September 30, 2018 included in the Annual Report on Form 10-K dated November 16, 2018. On January 2, 2019, the Company completed the Battery Acquisition. The European Commission approved the acquisition conditioned on 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 (Divestment Business). The Company expects to complete this divestiture in the beginning of the fourth quarter of fiscal 2019. As a result, the assets and liabilities associated with the Divestment Business have been classified as held for sale in the accompanying Consolidated (Condensed) Balance Sheets and the respective operations of the Divestment have been classified as discontinued operations in the accompanying Consolidated (Condensed) Statements of Earnings and Comprehensive Income and Statements of Cash Flows. See Note 4 - Divestment for more information on the assets and liabilities classified as held for sale and discontinued operations. Recently Adopted Accounting Pronouncements - In the current quarter, the Company early adopted ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, on a modified retrospective basis effective October 1, 2018. This update intends to simplify hedge accounting and decrease complexity for both the preparation and understanding of hedging disclosures in the financial statements. Upon adoption, the Company reclassified $4.8 of hedging settlement gains for the six months ended March 31, 2019 from Other items, net and into Cost of products sold. The gains were related to our currency hedges on payment of inventory purchases and will now be recorded in Cost of products sold to align with the new guidance. The Company also began a zinc hedging program in the second quarter. See additional discussion in Note 13, Financial Instruments and Risk Management. Effective October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers , on a modified retrospective basis for all contracts as of the effective date. This guidance provides a single comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries and across capital markets. There was no material impact to retained earnings as a result of the adoption. See Note 2, Revenue Recognition, for additional discussion. Effective October 1, 2018, the Company early adopted ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This update requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement similar to internal-use software guidance. The Company will defer and recognize allowable implementation costs for future projects. Capitalized implementation costs were not material for the quarter and six months ended March 31, 2019. Effective October 1, 2018, the Company adopted ASU 2016-15, Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments , which is intended to reduce diversity in practice in how certain transactions are classified in the statements of cash flows. The Company has determined that this new guidance has no immediate impact on the Company's consolidated financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements - On February 25, 2016, the FASB issued ASU 2016-02, Leases |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Effective for the Company October 1, 2018, ASU 2014-09, Revenue from Contracts with Customers, introduced a five-step model for revenue recognition. In this new model, each contract should be reviewed and analyzed to determine its performance obligations, items affecting the transaction price, how to allocate the transaction price to the performance obligations and when to recognize revenue. The Company performed a review of its contracts and accounting policies considering the new revenue model. Through this review the Company determined that there was no material impact to our financial statements. The Company's revenue recognition policy, controls and processes have been updated to align with the new revenue recognition model. Nature of Our Business The Company, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and a leading designer and marketer of automotive fragrance, appearance, performance and air conditioning recharge products. We distribute our products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers, e-commerce and military stores. We sell to our customers through a combination of a direct sales force and exclusive and non-exclusive third-party distributors and wholesalers. Our Americas segment sales are comprised of North America and Latin America market groups. North America sales are generally through large retailers with nationally or regionally recognized brands. Latin America sales are generally through distributors or sales by wholesalers or small retailers who may not have national or regional presence. Our International segment sales are comprised of modern trade, developing and distributor market groups. Modern trade, which is most prevalent in Western Europe and more developed economies throughout the world, generally refers to sales through large retailers with nationally or regionally recognized brands. Developing markets generally include sales by wholesalers or small retailers who may not have a national or regional presence. Distributors are utilized in other markets where the Company does not have a direct sales force. Each market's determination is based on the predominant customer type or sales strategy utilized in the market. Supplemental product and market information is presented below for revenues from external customers for the quarter and six months ended March 31, 2019 and 2018: For the Quarter Ended March 31, For the Six Months Ended March 31, Net Sales 2019 2018 2019 2018 Batteries $ 419.4 $ 330.3 $ 941.3 $ 854.8 Auto Care 108.6 23.4 129.1 44.8 Lights and Licensing 28.4 20.7 57.9 48.1 Total Net Sales $ 556.4 $ 374.4 $ 1,128.3 $ 947.7 For the Quarter Ended March 31, For the Six Months Ended March 31 2019 2018 2019 2018 Net Sales North America $ 323.9 $ 196.6 $ 664.9 $ 531.6 Latin America 57.7 27.5 90.2 65.6 Americas 381.6 224.1 755.1 597.2 Modern Markets 102.5 83.8 229.9 213.8 Developing Markets 44.9 44.7 94.6 91.3 Distributors Markets 27.4 21.8 48.7 45.4 International 174.8 150.3 373.2 350.5 Total Net Sales $ 556.4 $ 374.4 $ 1,128.3 $ 947.7 When Performance Obligations are Satisfied The Company’s revenue is primarily generated from the sale of finished product to customers. Sales predominantly contain a single delivery element, or performance obligation, and revenue is recognized at a single point in time when title, ownership and risk of loss pass to the customer. This typically occurs when finished goods are delivered to the customer or when finished goods are picked up by a customer or customer’s carrier, depending on contract terms. Transaction Price In accordance with the guidance, the Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods. Net sales reflect the transaction prices for contracts, which include units shipped at selling list prices reduced by variable consideration as determined by the terms of each individual contracts. Discounts are offered to customers for early payment and an estimate of the discount is recorded as a reduction of net sales in the same period as the sale. The Company offers a variety of programs, primarily to its retail customers, designed to promote sales of its products. Such programs require periodic payments and allowances based on estimated results of specific programs. These programs are considered variable consideration and are recorded as a reduction to net sales at the time revenue is recognized. Methodologies for determining these provisions are dependent on specific customer pricing and promotional practices, which range from contractually fixed percentage price reductions to reimbursement based on actual occurrence or performance. Where applicable, future reimbursements are estimated based on a combination of historical patterns and future expectations regarding specific in-market product performance. The Company accrues, at the time of sale, the estimated total payments and allowances associated with each transaction. Customers redeem trade promotions in the form of payments from the accrued trade allowances or invoice credits against trade receivables. Additionally, the Company offers programs directly to consumers to promote the sale of its products. The Company continually assesses the adequacy of accruals for customer and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material. Our standard sales terms generally include payments within 30 to 60 days and are final with returns or exchanges not permitted unless a special exception is made. Reserves are established based on historical data and recorded in cases where the right of return does exist for a particular sale. The Company does not offer warranties on products. |
Acquisition
Acquisition | 6 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Acquisitions Battery Acquisition - On January 2, 2019, the Company completed the Battery Acquisition with a contractual purchase price of $2,000.0 , subject to certain purchase price adjustments. The acquisition expanded our battery portfolio globally with the addition of a strong value brand. The initial cash paid after contractual and estimated working capital adjustments was $1,956.2 . Included in the above amount is $450.0 of cash consideration that has initially been allocated to the Divestment business discussed below. Energizer funded the Battery Acquisition through net proceeds from the issuance of senior notes, term loans and cash on hand. See Note 10, Debt, for additional discussion on the senior notes and term loans issued. Success fees of $13.0 were earned by financial advisers in January 2019 after closing the acquisition. This was in addition to the $2.0 paid in January 2018 for services rendered on the transaction. On December 11, 2018, the European Commission approved the acquisition of the Acquired Battery Business conditioned on 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. 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. Energizer began the formal divestiture process immediately after close and expects to complete the divestiture in the beginning of the fourth quarter of fiscal 2019. The assets and liabilities associated with this business have been reported as held or sale both on the preliminary purchase price allocation and the Consolidated (Condensed) Balance Sheets as of March 31, 2019. The Battery Acquisition was accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. We have calculated fair values of assets and liabilities acquired for the Battery Acquisition based on our preliminary valuation analysis. Certain preliminary values, including Inventory, Property, plant and equipment, Intangible assets, Deferred taxes and the resultant Goodwill, are not yet finalized pending the final purchase price allocation and are subject to change as additional information is obtained and the final valuation is completed. Preliminary estimates will be finalized within one year of the date of acquisition. For purposes of the allocation, the Company determined a preliminary fair value adjustment for inventory based on the estimated selling price of finished goods on hand at the closing date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The preliminary fair value adjustment for the inventory of $14.2 was recorded as expense to Cost of products sold in the second quarter 2019 as that inventory was sold. The fair values of the Battery Acquisition's Property, plant and equipment were estimated using the market approach for land and variations of the cost approach for the buildings and equipment. The fair values of the Battery Acquisition's identifiable intangible assets were estimated using variations of the income approach such as the relief from royalty method and the multi-period excess earnings method. The Company is still evaluating the current and deferred tax implications and 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 maintained the deferred balances from the carrying amount of the Acquired Battery Business as of January 2, 2019 until that evaluation is completed. Preliminary step ups on the deferred tax liabilities have been recorded based on the valuation of the Property, plant and equipment and Intangible assets. Assets held for sale include the valuation of Inventory, Property, plant and equipment and Intangible assets consistent with the valuation methods discussed above. The preliminary fair value adjustment for the inventory of $11.2 was recorded as expense in the results from discontinued operations in the second quarter 2019 as that inventory was sold. A preliminary estimate of goodwill has also been allocated to the Assets held for sale. The following table outlines the preliminary purchase price allocation as of the date of acquisition: Cash and cash equivalents $ 37.8 Trade receivables 60.6 Inventories 81.0 Other current assets 21.0 Assets held for sale 855.0 Property, plant and equipment, net 138.5 Goodwill 498.6 Other intangible assets, net 747.5 Other assets 14.1 Current portion of capital leases (1.2 ) Accounts payable (40.8 ) Other current liabilities (22.8 ) Long-term debt (14.7 ) Liabilities held for sale (405.0 ) Other liabilities (13.4 ) Net assets acquired $ 1,956.2 The table below outlines the purchased identifiable intangible assets of $747.5 : Total Weighted Average Useful Lives Trade names $ 513.0 Indefinite Proprietary technology 61.0 5.9 Customer relationships 173.5 15.0 Total Other intangible assets, net $ 747.5 Estimated asset valuations and assumed liabilities, including deferred income taxes, may be adjusted in subsequent filings as final purchase price allocations are completed. Any changes to the initial estimates of the fair value of assets and liabilities acquired will be allocated to residual goodwill. The goodwill acquired in this acquisition is attributable to the workforce of the acquired business and the synergies expected to arise with this transaction through network optimization, selling, general and administrative reductions and procurement efficiencies. The assignment of goodwill to our reportable segments, as well as the allocation to Assets held for sale, is not currently complete. The goodwill associated with this acquisition is deductible for tax purposes. Auto Care Acquisition - 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 for a contractual purchase price of $1,250.0 , subject to certain purchase price adjustments. The contractual purchase price was comprised of $937.5 in cash and $312.5 of newly-issued Energizer common stock to Spectrum. The acquisition allowed for the Company to become a global leader in the auto care market and added automotive performance and air conditioning recharge products to its auto care portfolio. On January 28, 2019, the Company completed the Auto Care Acquisition. The initial cash paid after contractual and estimated working capital adjustments was $938.7 . Per the acquisition agreement, the equity consideration to Spectrum was determined by dividing the contractually committed common stock amount of $312.5 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 were issued to Spectrum on January 28, 2019. The equity consideration paid to Spectrum was fair valued at $240.5 based on the 5.3 million shares at the Energizer closing stock price of $45.55 on January 28, 2019. In addition, per the terms of the agreement, additional consideration of $36.8 was included in the above cash consideration paid to Spectrum based on the difference between the 10 day VWAP and the 20 day VWAP beginning with the 10th trading day immediately preceding November 15, 2018. The Company funded a portion of the cash consideration of the Auto Care Acquisition with the issuance of new senior notes and the issuance of common stock and Series A mandatory convertible preferred stock in January 2019. Refer to Note 10, Debt, and Note 12, Shareholders' Equity, for further information on the debt and equity issuances, respectively. Success fees of $6.0 were earned by a financial adviser in January 2019 after closing the acquisition. This was in addition to the $2.0 earned in November 2018 for services rendered on the transaction. The Auto Care Acquisition was accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. We have calculated fair values of assets and liabilities acquired for the Auto Care Acquisition based on our preliminary valuation analysis. Certain preliminary values, including Inventory, Property, plant and equipment, Intangible assets, Deferred taxes and the resultant Goodwill, are not yet finalized pending the final purchase price allocation and are subject to change as additional information is obtained and the final valuation is completed. Preliminary estimates will be finalized within one year of the date of acquisition. For purposes of the allocation, the Company determined a preliminary fair value adjustment for inventory based on the estimated selling price of finished goods on hand at the closing date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The preliminary fair value adjustment for the inventory was $19.5 , of which $13.0 was recorded as expense to Cost of products sold in the second quarter 2019 as that inventory was sold and the remaining $6.5 will be recorded in the third quarter when the remaining inventory is sold. The fair values of the Auto Care Acquisition's Property, plant and equipment were estimated using variations of the cost approach for the building and equipment. The fair values of the Auto Care Acquisition's identifiable intangible assets were estimated using variations of the income approach such as the relief from royalty method and the multi-period excess earnings method. The Company is still evaluating the current and deferred tax implications and 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 maintained the deferred balances from the carrying amount of the Acquired Auto Care Business as of January 28, 2019 until that evaluation is completed. Preliminary step ups on the deferred tax liabilities have been recorded based on the valuation of the Property, plant and equipment and Intangible assets. The following table outlines the preliminary purchase price allocation as of the date of acquisition: Cash and cash equivalents $ 3.3 Trade receivables 49.7 Inventories 97.8 Other current assets 1.3 Property, plant and equipment, net 66.5 Goodwill 268.4 Other intangible assets, net 972.5 Deferred tax assets 12.1 Other assets 3.2 Current portion of capital leases (0.4 ) Accounts payable (27.5 ) Other current liabilities (14.7 ) Long-term debt (31.9 ) Other liabilities (deferred tax liabilities) (221.1 ) Net assets acquired $ 1,179.2 The table below outlines the purchased identifiable intangible assets of $972.5 : Total Weighted Average Useful Lives Trade names $ 702.9 Indefinite Trade names 16.7 15.0 Proprietary technology 113.5 9.8 Customer relationships 139.4 15.0 Total Other intangible assets, net $ 972.5 Estimated asset valuations and assumed liabilities, including deferred income taxes, will be adjusted in subsequent filings as final purchase price allocations are completed. Any changes to the initial estimates of the fair value of assets and liabilities acquired will be allocated to residual goodwill. The goodwill acquired in this acquisition is attributable to the workforce of the acquired business and the synergies expected to arise with this transaction through network optimization, selling, general and administrative reductions and procurement efficiencies. The assignment of goodwill to our reportable segments is not currently complete. The goodwill is not deductible for tax purposes. Nu Finish Acquisition - On July 2, 2018, the Company acquired all of the assets of Reed-Union Corporation's automotive appearance business, including Nu Finish Car Polish and Scratch Doctor brands (Nu Finish Acquisition). The acquisition purchase price of $38.1 was funded through a combination of cash on hand and committed debt facilities. The revenue in the quarter and six months ended March 31, 2019 associated with the Nu Finish Acquisition was $1.9 and $2.9 , respectively, and earnings before income taxes was $0.8 for both periods. We have calculated fair values of assets and liabilities acquired for the Nu Finish Acquisition and completed our valuation analysis. For purposes of the allocation, the Company determined a fair value adjustment for inventory based on the estimated selling price of finished goods on hand at the closing date less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the selling effort of the acquiring entity. The fair value adjustment for the inventory of $0.2 was recorded as expense to Cost of products sold in the fourth quarter 2018 as that inventory was sold. The fair values of the Nu Finish Acquisition's identifiable intangible assets were estimated using variations of the income approach such as the relief from royalty method and the multi-period excess earnings method. The purchase price allocation is as follows: Trade receivables $ 2.4 Inventories 0.9 Goodwill 14.7 Other intangible assets, net 21.8 Accounts payable (1.7 ) Net assets acquired $ 38.1 The table below outlines the purchased identifiable intangible assets of $21.8 : Total Weighted Average Useful Lives Customer relationships $ 15.2 15.0 Trade names 4.2 14.0 Proprietary formula 2.4 11.0 Total Other intangible assets, net $ 21.8 14.4 The goodwill acquired in this acquisition is attributable to the workforce of the acquired business and the synergies expected to arise with this transaction. The acquired goodwill has been allocated to the Americas' reportable segment. The goodwill is deductible for tax purposes. Pro Forma Financial Information- Pro forma net sales, Pro forma net earnings/(loss) from continuing operations, Pro from net earnings/(loss) from continuing operations attributable to common shareholders and Pro forma diluted net earnings/(loss) per common share - continuing operations for the quarter and six months ended March 31, 2019 and 2018 are shown in the table below. The pro forma results are presented as if the Battery and Auto Care Acquisitions had occurred on October 1, 2017. The pro forma results are not indicative of the results the Company would have achieved if the acquisitions had occurred that date or indicative of the results of the future operation of the combined company. The Nu Finish Acquisition was immaterial for this disclosure and is only included for the periods owned by the Company. The pro forma adjustments are based upon preliminary purchase price allocations and include purchase accounting adjustments for the impact of the inventory step up charge, depreciation and amortization expense from the fair value of the intangible assets and property, plant and equipment, interest and financing costs and the impact of the equity consideration completed to fund the acquisitions. Cost synergies that may result from combining Energizer and the Battery and Auto Care Acquisitions are not included in the pro forma table below. For the Quarter Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Pro forma net sales $ 578.5 $ 607.5 $ 1,353.2 $ 1,393.2 Pro forma net earnings/(loss) from continuing operations 16.1 15.2 103.2 (25.1 ) Pro forma mandatory preferred stock dividends 4.1 4.1 8.1 8.1 Pro forma net earnings/(loss) from continuing operations attributable to common shareholders $ 12.0 $ 11.1 $ 95.1 $ (33.2 ) Pro forma diluted net earnings/(loss) per common share - continuing operations $ 0.17 $ 0.16 $ 1.34 $ (0.47 ) Pro forma weighted average shares of common stock - Diluted 71.0 71.1 71.0 71.3 The shares included in the above are adjusted to assume that the common stock and MCPS shares issued for the Auto Care Acquisition occurred as of October 1, 2017. For all periods presented, the MCPS conversion was anti-dilutive and not assumed in the calculation. The unaudited pro forma data above includes the following significant adjustments made to account for certain costs to adjust for as if the acquisitions had occurred as of October 1, 2017. The following expenses, which are net of the applicable tax rates, were added to or removed from the net earnings amounts for each respective period: For the Quarter Ended March 31, For the Six Months Ended March 31, (Additional expense)/Expense removed 2019 2018 2019 2018 Inventory step up (1) $ 22.5 $ — $ 22.0 $ (26.5 ) Acquisition and integration costs (2) 30.1 16.7 50.3 (48.9 ) Interest and ticking fees on escrowed debt (3) 27.5 2.8 53.0 2.2 Gains on escrowed funds (4) — — (12.0 ) — (1) The inventory step up was removed from fiscal 2019 and recorded in the first quarter of fiscal 2018 as the inventory turn would have occurred in that quarter. The remaining inventory step up of $5.1 related to the Auto Care Acquisition expected to be incurred in the third quarter 2019 was also included in the first six months ended March 31, 2018 as the inventory turn would have occurred in that period if the acquisition had occurred as of October 1, 2017. (2) Acquisition and integration costs incurred to obtain legal approval, pay investment banking fees and other transaction related expenses were removed from the various periods and recorded in the first quarter of fiscal 2018 when the transaction is assumed to have occurred. (3) Interest and ticking fees from the acquisition related debt were accrued over the periods prior to the acquisition occurring. These fees were removed as they would not have been incurred if the acquisition occurred October 1, 2017. The interest from the new capital structure was included in the results and the pre-tax amount of $47.6 and $95.2 for the three and six month periods, respectively, were included in the results above. (4) The escrowed debt funds earned interest income and had gains on the non functional currency balances. These gains would not have been realized if the transaction had occurred as of October 1, 2017. The pro-forma results above include restructuring charges recorded by the Auto Care Business of $ 3.1 and $ 7.1 during the three and six months ended March 31, 2018, respectively. Excluded from the above is the Write-down of assets of business held for sale to fair value less cost to sell of $107.2 recorded by the Auto Care Business during the six months ended March 31, 2019. This loss was recorded as a direct result of the transaction and would not have impacted the combined company results. Net sales and Loss before income taxes for the Battery and Auto Care Acquisitions included in the Company's Consolidated (Condensed) Statement of Earnings and Comprehensive Income are shown in the following table. The Loss before income taxes includes the inventory fair value adjustment recorded for the acquisitions, but excludes all acquisition and integration costs as well as any additional interest incurred by the Company for the debt issuances to complete the acquisitions: For the Quarter and Six Months Ended March 31, 2019 Battery Acquisition Auto Care Acquisition Net sales $ 99.9 $ 84.5 Inventory fair value adjustment 14.2 13.0 Loss before income taxes (1.1 ) (0.8 ) Acquisition and Integration Costs- The Company incurred pre-tax acquisition and integration costs related to the Battery Acquisition, the Auto Care Acquisition, and the Nu Finish Acquisition of $95.4 and $131.9 in the quarter and six months ended March 31, 2019, respectively, and $19.4 and $25.1 for the quarter and six months ended March 31, 2018, respectively. Pre-tax costs recorded in Costs of products sold were $31.7 for both the quarter and the six months ended March 31, 2019 and primarily related to the inventory fair value adjustment of $27.2 . Pre-tax acquisition and integration costs recorded in SG&A were $29.1 and $48.0 for the quarter and six months ended March 31, 2019, respectively, and $16.5 and $22.2 for the quarter and six months ended March 31, 2018, respectively, and primarily related to acquisition success fees and legal, consulting and advisory fees to assist with obtaining regulatory approval around the globe and to plan for the closing and integration of the Battery Acquisition and Auto Care Acquisition. Also included in the pre-tax acquisition costs for the quarter and six months ended March 31, 2019 was $33.2 and $65.6 , respectively, of interest expense, including ticking fees, related to the escrowed debt for the Battery Acquisition and the financing fees incurred related to amending and issuing the debt for the Battery and Auto Care Acquisitions. The quarter and six months ended March 31, 2018 each included $2.9 related to debt for the Battery Acquisition. In the quarter ended March 31, 2019, the Company incurred $1.5 of expense to settle hedge contracts of the acquired business and earned income of $0.1 related to transition services agreements. During the first quarter 2019, prior to closing on the Battery Acquisition, the Company held the funds from the escrowed debt offerings in a restricted cash account. The Company recorded a pre-tax gain in Other items, net of $9.0 related to the favorable movement in the escrowed USD restricted cash held in our European Euro functional entity during the six months ended March 31, 2019. The Company also recorded interest income in Other items, net of $5.8 |
Divestment
Divestment | 6 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestment | Divestment As discussed in Note 1, the Divestment Business was classified as held for sale in the accompanying Consolidated (Condensed) Balance Sheets and as discontinued operations in the accompanying Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The Divestment Business is expected to be sold at the beginning of the fourth quarter of the current fiscal year. The following table summarizes the assets and liabilities of the Divestment Business classified as held for sale as of March 31, 2019. As the Company did not own the business as of September 30, 2018, there are no Divestment Business assets or liabilities as of that period: March 31, 2019 Assets Trade receivables $ 63.7 Inventories 47.6 Other current assets 18.4 Property, plant and equipment, net 73.8 Goodwill 63.8 Other intangible assets, net 564.9 Other assets 16.0 Assets held for sale $ 848.2 Liabilities Current portion of capital leases $ 5.2 Accounts payable 38.8 Other current liabilities 79.7 Long-term debt 27.1 Other liabilities (1) 238.8 Liabilities held for sale $ 389.6 (1) Included in other liabilities is deferred tax liabilities of $198.3 and pension liabilities of $40.5 related to the Divestment Business. The following table summarizes the components of Loss from discontinued operations in the accompanying Consolidated (Condensed) Statement of Earnings and Comprehensive Income for the quarter and six months ended March 31, 2019. As the Company acquired the business on January 2, 2019, there is no activity on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income for the three and six months ended March 31, 2018: For the Quarter and Six Months Ended March 31, 2019 Net sales $ 80.2 Cost of products sold 69.8 Gross profit 10.4 Selling, general and administrative expense 21.1 Advertising and sales promotion expense 0.3 Interest expense 6.7 Other items, net (3.8 ) Loss before income taxes from discontinued operations (13.9 ) Income tax benefit (2.9 ) Net loss from discontinued operations $ (11.0 ) Included in the loss from discontinued operations are the inventory fair value pre-tax adjustment of $11.2 , divestment related pre-tax costs of $5.7 and allocated pre-tax interest expense of $6.2 |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The six month effective tax rate was 46.9% as compared to 50.1% for the prior year comparative period. The current year provision included the estimated impact of disallowed transaction costs related to the Battery Acquisition and the Auto Care Acquisition for which the Company does not believe that there will be an income tax benefit. Both years' provision included the impact of the U.S. tax legislation discussed below. On December 22, 2017, H.R. 1, formally known as the Tax Cuts and Jobs Act (the Tax Act) was enacted into law. The Tax Act provided for numerous significant tax law changes and modifications with varying effective dates, which included reducing the corporate income tax rate from 35% to 21% , creating a territorial tax system (with a mandatory transition tax on previously deferred foreign earnings) and allowing for immediate capital expensing of certain qualified property. As a fiscal year end taxpayer, certain provisions of the Tax Act began to impact us in the fiscal quarter ended December 31, 2017, while other provisions did not impact us until fiscal 2019. The corporate tax rate reduction was effective for Energizer as of January 1, 2018 and resulted in a fiscal year federal statutory blended rate of 24.5% for fiscal year 2018 with the full impact of the reduced rate to 21% beginning in fiscal year 2019. As a result of the reduction of the Federal corporate income tax rate, the Company remeasured certain deferred tax assets and liabilities at the rate which they are expected to reverse in the future. The Company has finalized the remeasurement and did not have any adjustments to the $3.0 recorded in fiscal year 2018. The provision for the six months ended March 31, 2018, included approximately $1 . The mandatory transition tax is based on our total post-1986 earnings and profits (E&P) that we previously deferred from U.S. income taxes as well as the amount of non-U.S. income tax paid on such earnings. We have completed our accounting for the income tax effect of the mandatory transition tax in the first quarter of fiscal 2019. We recorded an additional $1.5 during the quarter ended December 31, 2018 related to the anticipated state tax impact for a total tax of $37.5 . Included in the provision for the six months ended March 31, 2018 was an initial estimate of $30.0 related to the transition tax. |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | Share-Based Payments Total compensation cost for Energizer’s share-based compensation arrangements was $7.6 and $14.1 for the quarter and six months ended March 31, 2019 , respectively, and $7.3 and $14.0 for the quarter and six months ended March 31, 2018 , respectively, and was recorded in SG&A expense. Restricted Stock Equivalents (RSE)—(in whole dollars and total shares) In November 2018, the Company granted RSE awards to a group of key employees of approximately 73,000 shares that vest ratably over four years and granted RSE awards to a group of key executives of approximately 55,000 shares that vest on the third anniversary of the date of grant. In addition, the Company granted approximately 190,000 performance shares to a group of key employees and key executives that will vest subject to meeting target amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award with the maximum award payout of approximately 380,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $60.25 . In November 2017, the Company granted RSE awards to a group of key employees of approximately 100,000 shares that vest ratably over four years and granted RSE awards to a group of key executives of approximately 68,000 shares that vest on the third anniversary of the date of grant. In addition, the Company granted approximately 238,000 performance shares to a group of key employees and key executives that will vest subject to meeting target amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award with the maximum award payout of approximately 476,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $44.20 . In November 2016, the Company granted RSE awards to a group of key employees of approximately 92,000 shares that vest ratably over four years and granted RSE awards to a group of key executives of approximately 73,000 shares that vest on the third anniversary of the date of the grant. In addition, the Company granted approximately 249,000 performance shares to a group of key employees and key executives that will vest subject to meeting targeted amounts for both cumulative adjusted earnings per share and cumulative free cash flow as a percentage of sales over the three year performance period. These performance measures are equally weighted in determining the final share award with the maximum award payout of approximately 498,000 shares. The closing stock price on the date of the grant used to determine the award fair value was $43.84 . In November 2015, the Company granted RSE awards to a group of key employees of approximately 106,000 shares that vest ratably over four years . The closing stock price on the date of the grant used to determine the award fair value was $37.34 |
Earnings per share
Earnings per share | 6 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock equivalents, performance share awards and deferred compensation equity plans. Common shares issuable upon conversion of the Mandatory Convertible Preferred Stock (MCPS) are included in the calculation of diluted earnings per share using the if-converted method and are only included if the conversion would be further dilutive to the calculation. The following table sets forth the computation of basic and diluted earnings per share for the quarter and six months ended March 31, 2019 and 2018 : (in millions, except per share data) For the Quarter Ended March 31, For the Six Months Ended March 31, Basic earnings per share 2019 2018 2019 2018 Net (loss)/earnings from continuing operations $ (62.3 ) $ 7.8 $ 8.5 $ 68.2 Mandatory preferred stock dividends (3.3 ) — (3.3 ) — Net (loss)/earnings from continuing operations attributable to common shareholders (65.6 ) 7.8 5.2 68.2 Net loss from discontinued operations, net of tax (11.0 ) — (11.0 ) — Net (loss)/earnings attributable to common shareholders $ (76.6 ) $ 7.8 $ (5.8 ) $ 68.2 Weighted average common shares outstanding - basic 67.3 59.7 63.5 60.0 Basic net (loss)/earnings per common share from continuing operations $ (0.97 ) $ 0.13 $ 0.08 $ 1.14 Basic net loss per common share from discontinued operations (0.17 ) — (0.17 ) — Basic net (loss)/earnings per common share $ (1.14 ) $ 0.13 $ (0.09 ) $ 1.14 Diluted earnings per share Net (loss)/earnings attributable to common shareholders $ (76.6 ) $ 7.8 $ (5.8 ) $ 68.2 Weighted average common shares outstanding - basic 67.3 59.7 63.5 60.0 Dilutive effect of restricted stock equivalents — 1.4 0.3 1.3 Dilutive effect of performance shares — — 0.6 — Dilutive effect of stock based deferred compensation plan — — 0.2 — Weighted average common shares outstanding - diluted 67.3 61.1 64.6 61.3 Diluted net (loss)/earnings per common share - continuing operations $ (0.97 ) $ 0.13 $ 0.08 $ 1.11 Diluted net loss per common share - discontinued operations (0.17 ) — (0.17 ) — Diluted net (loss)/earnings per common share $ (1.14 ) $ 0.13 $ (0.09 ) $ 1.11 For the quarter ended March 31, 2019, as our continuing operations were in a loss position, all restricted shares were anti-dilutive and excluded from our dilutive net earnings per share calculation. For the six months ended March 31, 2019 , 0.1 million restricted stock equivalents were anti-dilutive and not included in the diluted net earnings per share calculation. The Company's MCPS were considered anti-dilutive for all periods and excluded for the calculations of diluted earnings per share. |
Segments
Segments | 6 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segments | Segments Operations for Energizer are managed via two major geographic reportable segments: Americas and International. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses, share-based compensation costs, acquisition and integration activities, amortization costs, research & development costs and other items determined to be corporate in nature. Financial items, such as interest income and expense, are managed on a global basis at the corporate level. The exclusion of substantially all acquisition and integration costs from segment results reflects management’s view on how it evaluates segment performance. Energizer’s operating model includes a combination of standalone and shared business functions between the geographic segments, varying by country and region of the world. Shared functions include, but are not limited to, IT, procurement and finance. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis. Segment sales and profitability for the quarter and six months ended March 31, 2019 and 2018 , respectively, are presented below: For the Quarter Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Net Sales Americas $ 381.6 $ 224.1 $ 755.1 $ 597.2 International 174.8 150.3 373.2 350.5 Total net sales $ 556.4 $ 374.4 $ 1,128.3 $ 947.7 Segment Profit Americas $ 88.7 $ 55.7 $ 204.8 $ 178.8 International 36.4 34.1 91.0 83.3 Total segment profit 125.1 89.8 295.8 262.1 General corporate and other expenses (1) (29.7 ) (24.7 ) (48.4 ) (46.3 ) Global marketing expense (2) (6.4 ) (5.2 ) (9.5 ) (8.4 ) Research and development expense (8.7 ) (5.4 ) (14.2 ) (10.7 ) Amortization of intangible assets (12.5 ) (2.8 ) (15.7 ) (5.6 ) Acquisition and integration costs (3) (95.4 ) (19.4 ) (131.9 ) (25.1 ) Interest expense (4) (44.0 ) (13.6 ) (59.8 ) (27.0 ) Other items, net (5) (2.4 ) (0.9 ) (0.3 ) (2.2 ) Total (loss)/earnings before income taxes $ (74.0 ) $ 17.8 $ 16.0 $ 136.8 (1) Included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (2) The quarter and six months ended March 31, 2019 includes $2.2 and $3.4 recorded in SG&A, respectively, and $4.2 and $6.1 recorded in Advertising and sales promotion expense, respectively, in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The quarter and six months ended March 31, 2018 includes $1.3 and $1.8 recorded in SG&A, respectively, and $3.9 and $6.6 recorded in Advertising and sales promotion expense, respectively, in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (3) The quarter and six months ended March 31, 2019, includes $31.7 recorded in Cost of products sold, including $27.2 of inventory step up. The quarter and six months ended March 31, 2019 includes $29.1 and $48.0 recorded in SG&A, respectively, $33.2 and $65.6 recorded in Interest expense, respectively, and a loss of $1.4 and a gain of $13.4 recorded in Other items, net, respectively, on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The quarter and six months ended March 31, 2018 includes $16.5 and $22.2 recorded in SG&A, respectively, and $2.9 recorded in Interest expense, respectively, on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (4) Interest expense for the quarter and six months ended March 31, 2019 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income includes $33.2 and $65.6 , respectively, and the quarter and six months ended March 31, 2018 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income includes $2.9 of acquisition commitment fees, debt ticking fees, and interest on escrowed debt which has been reclassified to Acquisition and integration costs for purposes of the reconciliation above. (5) The amounts for the quarter and six months ended March 31, 2019 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income includes a loss of $1.4 and a gain of $13.4 , respectively, which have been reclassified for purposes of the reconciliation above. Corporate assets shown in the following table include all restricted cash related to the Battery Acquisition, financial instruments and deferred tax assets that are managed outside of operating segments. Total assets by segment are presented below: March 31, 2019 September 30, 2018 Americas $ 1,047.1 $ 504.2 International 652.3 851.5 Total segment assets $ 1,699.4 $ 1,355.7 Corporate 145.5 1,346.3 Goodwill and other intangible assets 2,949.2 476.8 Assets held for sale 848.2 — Total assets $ 5,642.3 $ 3,178.8 |
Goodwill and intangible assets
Goodwill and intangible assets | 6 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are evaluated annually for impairment as part of our annual business planning cycle in the fourth fiscal quarter, or when indicators of a potential impairment are present. The following table sets forth goodwill by segment as of October 1, 2018 and March 31, 2019 : Americas International Unallocated Total Balance at October 1, 2018 $ 228.4 $ 15.8 $ — $ 244.2 Battery Acquisition — — 498.6 498.6 Auto Care Acquisition — — 268.4 268.4 Cumulative translation adjustment — 0.2 1.0 1.2 Balance at March 31, 2019 $ 228.4 $ 16.0 $ 768.0 $ 1,012.4 The Company is still evaluating the allocation of the goodwill acquired in the Battery and Auto Care Acquisitions as of March 31, 2019. Energizer had indefinite-lived intangible assets of $1,292.6 at March 31, 2019 and $76.9 at September 30, 2018. The increase was due to the Battery Acquisition of $513.0 and the Auto Care Acquisition of $702.9 , slightly offset by changes in foreign currency of $0.2 . Total intangible assets at March 31, 2019 are as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and trade names $ 61.0 $ 7.8 $ 53.2 Customer relationships 412.5 21.3 391.2 Patents 34.5 6.9 27.6 Proprietary technology 174.5 4.7 169.8 Proprietary formulas 2.4 0.2 2.2 Non-compete 0.5 0.3 0.2 Total Amortizable intangible assets 685.4 41.2 644.2 Trademarks and trade names - indefinite lived 1,292.6 — 1,292.6 Total Other intangible assets, net $ 1,978.0 $ 41.2 $ 1,936.8 Total intangible assets at September 30, 2018 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and trade names $ 44.3 $ 6.1 $ 38.2 Customer relationships 99.6 13.4 86.2 Patents 34.5 5.7 28.8 Proprietary formulas 2.4 0.1 2.3 Non-compete 0.5 0.2 0.3 Total Amortizable intangible assets 181.3 25.5 155.8 Trademarks and trade names - indefinite lived 76.9 — 76.9 Total Other intangible assets, net $ 258.2 $ 25.5 $ 232.7 |
Debt
Debt | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The detail of long-term debt was as follows: March 31, 2019 September 30, 2018 Senior Secured Term Loan A Facility due 2021 $ 150.0 $ — Senior Secured Term Loan B Facility due 2025 1,000.0 — 5.50% Senior Notes due 2025 600.0 600.0 6.375% Senior Notes due 2026 500.0 — 4.625% Senior Notes due 2026 (Euro Notes of €650.0) 729.2 — 7.750% Senior Notes due 2027 600.0 — Senior Secured Term Loan B Facility due 2022 — 388.0 Capital lease obligations 47.9 — Total long-term debt, including current maturities 3,627.1 988.0 Less current portion (11.6 ) (4.0 ) Less unamortized debt discount and debt issuance fees (58.4 ) (7.9 ) Total long-term debt $ 3,557.1 $ 976.1 6.375% Senior Notes due 2026 — 500.0 4.625% Senior Notes due 2026 (Euro Notes of €650.0) — 754.2 Total gross long-term debt held in escrow — 1,254.2 Less unamortized debt issuance fees — (23.5 ) Total long-term debt held in escrow $ — $ 1,230.7 Long-term debt - On December 17, 2018, the Company entered into a credit agreement which provided for a 5 -year $400.0 revolving credit facility (2018 Revolving Facility) and which provided for a $200.0 3 -year term loan A facility and $1,000.0 7 -year term loan B facility (2018 Term Loans). The borrowings under the term loan A require quarterly principal payments at a rate of 6.25% of the original principal balance, or $12.5 . The borrowings under the term loan B require quarterly principal payments at a rate of 0.25% of the original principal balance, or $2.5 . The borrowings bear interest at a rate per annum equal to, at the option of the Company, LIBOR or the Base Rate (as defined) plus the applicable margin based on total Company leverage. The new credit agreement also contains customary affirmative and restrictive covenants. The new 2018 Term Loans began to accrue ticking fees in July 2018 and interest in December 2018 upon funding the Term Loans into escrow. The funds were released from escrow and used to fund the closing of the Battery Acquisition on January 2, 2019. Obligations under the 2018 Revolving Facility and 2018 Term Loan are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly-owned U.S. subsidiaries. There is a first priority perfected lien on substantially all of the assets and property of the Company and guarantors and proceeds therefrom excluding certain excluded assets. During the quarter ended March 31, 2019, the Company paid down $50.0 of the Term Loan A facility. Subsequent to the quarter end, the Company made additional payments of $72.5 and $2.5 on the Term Loan A and Term Loan B facilities, respectively. As of March 31, 2019 , the Company had no outstanding borrowings under the Revolving Facility and had $7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $392.4 remained available as of March 31, 2019 . As of March 31, 2019 and September 30, 2018, our weighted average interest rate on short-term borrowings was 4.9% and 4.3% , respectively. On January 17, 2019, the Company finalized pricing of $600.0 million in senior notes due in 2027 at 7.750% (2027 Notes). The 2027 Notes priced at 100% of the principal amount and the offering closed concurrently with the Auto Care Acquisition on January 28, 2019 and the proceeds were utilized to fund the acquisition. The 2027 Notes were sold to qualified institutional buyers and will not be registered under federal or applicable state securities laws. Interest is payable semi-annually on the 2027 Notes in January and July. The 2027 Notes are jointly and severally guaranteed on an unsecured basis by certain of the Company's domestic restricted subsidiaries that guarantee indebtedness of the Company under its 2018 Revolving Facility. Debt issuance fees paid related to the new bonds and the new credit agreement, including the 2018 Revolving Credit Facility, were $40.1 during the six months ended March 31, 2019. In June 2018, the Company finalized the pricing of two senior note offerings due in 2026 of $500.0 at 6.375% (USD Notes) and €650.0 at 4.625% (Euro Notes and collectively with the USD Notes, the 2026 Notes), which were issued by wholly-owned subsidiaries. The 2026 Notes priced at 100% of the principal amount and the offering closed in July 2018. The 2026 Notes were sold to qualified institutional buyers and will not be registered under federal or applicable state securities laws. Interest is payable semi-annually on the 2026 Notes in January and July. The 2026 Notes are jointly and severally guaranteed on an unsecured basis by the Company's domestic restricted subsidiaries that guarantee indebtedness of the Company under its 2018 Revolving Facility. On January 2, 2019, the proceeds of the 2018 Term Loans and the 2026 Notes were released from escrow and utilized to fund the Battery Acquisition, repay borrowings under the Term Loan due in 2022, amounts drawn on the 2015 Revolving Facility, and pay acquisition related costs, including debt issuance costs. Interest Rate Swaps - In March 2017, the Company entered into an interest rate swap agreement with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03% . In February 2018, the Company entered into a forward starting interest rate swap with an effective date of October 1, 2018 with one major financial institution that fixed the variable benchmark component (LIBOR) on additional variable rate debt at an interest rate of 2.47% . The swap has a current notional value of $400.0 . Beginning April 1, 2019, the notional amount decreases $50.0 each quarter until its termination date of December 31, 2020. Notes payable - The notes payable balance was $8.2 at March 31, 2019 and $247.3 at September 30, 2018. The March 31, 2019 balance was comprised of borrowings related to foreign affiliates. The September 30, 2018 balance was comprised of $240.0 outstanding borrowings on the 2015 Revolving facility as well as $7.3 of other borrowings, including those related to foreign affiliates. On January 2, 2019, the outstanding borrowings on the 2015 Revolving Facility were paid with the proceeds from the 2018 Term Loans and 2026 Notes. Debt Covenants - The agreements governing the Company's debt contain certain customary representations and warranties, affirmative, negative and financial covenants and provisions relating to events of default. If the Company fails to comply with these covenants or with other requirements of these debt agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults to other borrowings. As of March 31, 2019 , the Company was, and expects to remain, in compliance with the provisions and covenants associated with its debt agreements. The counterparties to long-term committed borrowings consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies. Debt Maturities - Aggregate maturities of long term debt, including Capital leases acquired with the Battery and Auto Care Acquisitions, as of March 31, 2019 are as follows: Long-term debt Capital leases 2020 $ 10.0 $ 4.8 2021 60.0 4.8 2022 110.0 4.7 2023 10.0 4.6 2024 10.0 5.3 Thereafter 3,379.2 72.6 Total long term debt payments due $ 3,579.2 96.8 Less: Interest on capital leases (48.9 ) Present value of capital lease payments (1) $ 47.9 (1) Includes capital lease obligation of $1.6 recorded in Current portion of capital leases and $46.3 |
Pension Plans
Pension Plans | 6 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Pension Plans | Pension Plans The Company has several defined benefit pension plans covering many of its employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on various factors including years of service and in certain circumstances, earnings. The U.S. plan was frozen in fiscal year 2015. The Company’s net periodic pension (benefit)/cost for these plans are as follows: For the Quarter Ended March 31, U.S. International 2019 2018 2019 2018 Service cost $ — $ — $ 0.2 $ 0.1 Interest cost 5.1 4.7 0.8 1.0 Expected return on plan assets (6.5 ) (7.6 ) (1.3 ) (1.6 ) Amortization of unrecognized net losses 1.0 1.2 0.2 0.6 Net periodic (benefit)/cost $ (0.4 ) $ (1.7 ) $ (0.1 ) $ 0.1 For the Six Months Ended March 31, U.S. International 2019 2018 2019 2018 Service cost $ — $ — $ 0.3 $ 0.3 Interest cost 10.2 9.4 1.4 2.1 Expected return on plan assets (13.0 ) (15.1 ) (2.5 ) (3.2 ) Amortization of unrecognized net losses 2.0 2.2 0.5 1.1 Settlement charge — 0.1 — — Net periodic (benefit)/cost $ (0.8 ) $ (3.4 ) $ (0.3 ) $ 0.3 The service cost component of the net periodic (benefit)/cost above is recorded in Selling, general and administrative expense on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income, while the remaining components are recorded to Other items, net. The Company also sponsors or participates in a number of other non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented above. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity In July 2015, the Company's Board of Directors approved an authorization for the Company to acquire up to 7.5 million shares of its common stock. There were no shares repurchased in the first six months of fiscal 2019. During the six months ended March 31, 2018, the Company repurchased 1,126,379 shares for $50.0 , at an average price of $44.41 per share, under this authorization. Future share repurchases, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors. On November 12, 2018, the Board of Directors declared a dividend for the first quarter of fiscal 2019 of $0.30 per share of common stock. The dividend was paid on December 13, 2018, to all shareholders of record as of November 30, 2018. On January 28, 2019, the Board of Directors declared a cash dividend for the second quarter of 2019 of $0.30 per share of common stock, payable on March 18, 2019, to all shareholders of record as of the close of business February 25, 2019. During the six months ended March 31, 2019, total dividends declared on common stock were $40.0 and common stock dividends paid were $40.8 . The dividends paid included amounts on restricted shares that vested in the period. During the six months ended March 31, 2018, total dividends declared on common stock were $36.5 and common stock dividends paid were $35.0 . The unpaid common stock dividends were associated with unvested restricted shares and were recorded in other liabilities. Subsequent to the end of the fiscal quarter, on April 29, 2019, the Board of Directors declared a dividend for the third quarter of 2019 of $0.30 per share of common stock, payable on June 10, 2019, to all shareholders of record as of the close of business May 21, 2019. Issuance of Common Stock - In January 2019, the Company issued 4,687,498 shares of common stock, which included the underwriters' exercise in full of their option to purchase 611,412 additional shares of common stock to cover over-allotments. The net proceeds from the sale of the common stock was $205.3 , after deducting the underwriting discounts and third party fees, and were utilized to fund a portion of the cash consideration for the Auto Care Acquisition and related fees and expenses. On January 28, 2019, in connection with the Auto Care Acquisition, the Company issued 5,278,921 shares of common stock to Spectrum as partial consideration for the purchase of the Auto Care Acquisition. The equity consideration paid to Spectrum was valued at $240.5 based on the closing stock price of $45.55 on January 28, 2019. In association with the equity consideration paid to Spectrum, the Company entered into a Shareholder Agreement with Spectrum. The Shareholder Agreement includes a 24 month standstill provision and an 18 month period as of the date of the Auto Care Acquisition closing date (Closing Date), in which Spectrum is required to vote in agreement with the Company's Board of Directors. In addition, Spectrum is unable to sell any of its shares for the first 12 months after the Closing Date. After the 12 month period has ended, Spectrum can require the Company to file a shelf registration allowing for Spectrum to sell its common shares in one or more registered offerings. However, Spectrum can not transfer common shares to any entity that would result in the entity owning more than 4.9% of the Company's outstanding common shares, after giving effect to the sale. Following the 18 month anniversary of the Closing Date, the Company will have the right to repurchase any or all of the common shares then held by Spectrum for a purchase price per share equal to the greater of the VWAP per share for the ten consecutive trading days beginning on the 12th trading day immediately preceding notice of the repurchase from the Company, and $65.12 , which equals 110% of the Common Stock VWAP, as defined by the Auto Care Acquisition purchase agreement. Issuance of Series A Mandatory Convertible Preferred Stock - In January 2019, the Company issued 2,156,250 shares of Series A Mandatory Convertible Preferred Stock (MCPS), with a par value of $0.01 per share and liquidation preference of $100.00 per share, which included the underwriters' exercise in full of their option to purchase 281,250 additional shares of MCPS to cover over-allotments. The net proceeds from the sale of the MCPS was $199.5 , after deducting the underwriting discounts and third party fees, as well as the capped call transaction described below, and were utilized to fund the Auto Care Acquisition and related fees and expenses. Each outstanding share of MCPS will convert automatically on the mandatory conversion date, which is expected to be January 15, 2022, into between 1.7892 and 2.1739 shares of common stock, subject to certain anti-dilution and other adjustments. The number of shares of common stock issuable upon conversion will be determined based on the average VWAP per share of common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to January 15, 2022. Dividends on the MCPS will be payable on a cumulative basis when, as and if declared, at an annual rate of 7.50% of the liquidation preference of $100.00 per share of MCPS, and may be paid in cash or, subject to certain limitations, in shares of common stock, or in any combination of cash and shares of common stock. If declared, dividends on the MCPS will be payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing on April 15, 2019 and ending on, and including, January 15, 2022. On January 28, 2019, the Board of Directors declared a cash dividend of $1.8333 per share of MCPS. The dividend was paid on April 15, 2019 and totaled $3.9 . Through March 31, 2019, the Company had accrued $3.3 of the dividend based on the number of days the shares were outstanding in the quarter. Subsequent to the end of the fiscal quarter, on April 29, 2019, the Board of Directors declared a dividend of $1.875 per share of MCPS, payable on July 15, 2019, to all shareholders of record as of the close of business July 1, 2019. No dividend or distributions may be declared or paid on shares of common stock, and no common stock shall be, directly or indirectly, purchased, redeemed, or otherwise acquired for consideration by the Company, or any of its subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum of cash or number of shares of common stock has been set aside for the payment of such dividends upon, all outstanding shares of MCPS. In connection with the offering of the MCPS, the Company entered into capped call transactions with certain counterparties. The capped call options are expected to reduce potential dilution to the Company’s Common Stock, subject to a cap, upon any conversion of MCPS. The Company paid $9.0 |
Financial Instruments and Risk
Financial Instruments and Risk Management | 6 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Risk Management | Financial Instruments and Risk Management The market risk inherent in the Company's operations creates potential earnings volatility arising from changes in currency rates, interest rates and commodity prices. The Company's policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading or speculative purposes where the sole objective is to generate profits. Concentration of Credit Risk —The counterparties to derivative contracts consist of a number of major financial institutions and are generally institutions with which the Company maintains lines of credit. The Company does not enter into derivative contracts through brokers nor does it trade derivative contracts on any other exchange or over-the-counter markets. Risk of currency positions and mark-to-market valuation of positions are strictly monitored. The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. While nonperformance by these counterparties exposes Energizer to potential credit losses, such losses are not anticipated. In the ordinary course of business, the Company may enter into contractual arrangements (derivatives) to reduce its exposure to commodity price and foreign currency risks. The section below outlines the types of derivatives that existed at March 31, 2019 and September 30, 2018, as well as the Company's objectives and strategies for holding these derivative instruments. Commodity Price Risk —The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities. In February 2019, the Company entered into a hedging contract on zinc purchases. This contract was determined to be a cash flow hedge and qualified for hedge accounting. The pre-tax gain recognized on this zinc contract was $0.2 at March 31, 2019, and was included in Accumulated other comprehensive income on the Consolidated (Condensed) Balance Sheet. The contract maturity for this hedge extends into 2020 and there was one open contract at March 31, 2019, with a total notional value of approximately $7 . Foreign Currency Risk —A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, a strengthening in currencies relative to the U.S. dollar can improve margins. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations. Additionally, Energizer’s foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in a transaction gain or loss recorded in Other items, net on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar. Interest Rate Risk —Energizer has interest rate risk with respect to interest expense on variable rate debt. At March 31, 2019 , Energizer had variable rate debt outstanding with a principal balance of $1,150.0 under the 2018 Term Loans. In March 2017, the Company entered into an interest rate swap agreement (2017 Interest rate swap) with one major financial institution that fixed the variable benchmark component (LIBOR) on $200.0 of Energizer's variable rate debt through June 2022 at an interest rate of 2.03% . In February 2018, the Company entered into a forward starting interest rate swap (2018 Interest rate swap) with an effective date of October 1, 2018, with one major financial institution that fixed the variable benchmark component (LIBOR) on additional variable rate debt of $400.0 at an interest rate of 2.47% . Beginning April 1, 2019, the notional amount decreases $50.0 each quarter until its termination date of December 31, 2020. These hedging instruments are considered cash flow hedges for accounting purposes. At March 31, 2019 and September 30, 2018, Energizer recorded an unrealized pre-tax net gain of $0.5 and $7.7 , respectively, on these interest rate swap contracts, both of which were included in Accumulated other comprehensive loss on the Consolidated Balance Sheet. Cash Flow Hedges —The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of the forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At March 31, 2019 and September 30, 2018, Energizer had an unrealized pre-tax gain of $3.6 and $4.3 , respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at March 31, 2019 levels, over the next 12 months, $3.5 of the pre-tax gain included in Accumulated other comprehensive loss is expected to be recognized in earnings. Contract maturities for these hedges extend into fiscal year 2020. There were 64 open foreign currency contracts at March 31, 2019 , with a total notional value of approximately $136 . Derivatives not Designated in Hedging Relationships —Energizer enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes, to hedge existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by corresponding exchange losses or gains on the underlying exposures, and as such are not subject to significant market risk. There were eight open foreign currency derivative contracts which are not designated as cash flow hedges at March 31, 2019 , with a total notional value of approximately $81 . The following table provides the Company's estimated fair values as of March 31, 2019 and September 30, 2018, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the quarter and six months ended March 31, 2019 and 2018, respectively: At March 31, 2019 For the Quarter Ended March 31, 2019 For the Six Months Ended March 31, 2019 Derivatives designated as Cash Flow Hedging Relationships Estimated Fair Value Asset/(Liability) (1) Gain/(Loss) Recognized in OCI (2) Gain Reclassified From OCI into Income (3) (4) Gain/(Loss) Recognized in OCI (2) Gain Reclassified From OCI into Income (3) (4) Foreign currency contracts $ 3.6 $ 0.9 $ 2.0 $ 4.1 $ 4.8 2017 Interest rate swap 0.9 (1.7 ) 0.2 (5.1 ) 0.2 2018 Interest rate swap (0.4 ) (0.5 ) 0.1 (1.8 ) — Zinc contracts 0.2 0.2 — 0.2 — Total $ 4.3 $ (1.1 ) $ 2.3 $ (2.6 ) $ 5.0 At September 30, 2018 For the Quarter Ended March 31, 2018 For the Six Months Ended March 31, 2018 Derivatives designated as Cash Flow Hedging Relationships Estimated Fair Value Asset (1) Gain Recognized in OCI (2) Loss Reclassified From OCI into Income (4) (5) (Loss)/Gain Recognized in OCI (2) Loss Reclassified From OCI into Income (4) (5) Foreign currency contracts $ 4.3 $ 1.6 $ (1.9 ) $ (0.8 ) $ (4.3 ) Interest rate swaps (2017 and 2018) 7.7 5.0 (0.3 ) 4.5 (0.8 ) Total $ 12.0 $ 6.6 $ (2.2 ) $ 3.7 $ (5.1 ) (1) All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities. (2) OCI is defined as other comprehensive income. (3) Gain/(loss) reclassified to Income was recorded as follows: Foreign currency contracts in Cost of products sold, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold. (4) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk. (5) Gain/(loss) reclassified to Income was recorded as follows: Foreign currency contracts in Other items, net, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold. The following table provides estimated fair values as of March 31, 2019 and September 30, 2018 and the gains on derivative instruments not classified as cash flow hedges for the quarter and six months ended March 31, 2019 and 2018 , respectively: At March 31, 2019 For the Quarter Ended March 31, 2019 For the Six Months Ended March 31, 2019 Estimated Fair Value Asset (1) Gain Recognized in Income (2) Gain Recognized in Income (1) (2) Foreign currency contracts $ (0.2 ) $ 0.1 $ 1.1 At September 30, 2018 For the Quarter Ended March 31, 2018 For the Six Months Ended March 31, 2018 Estimated Fair Value Liability (1) Gain Recognized in Income (3) Gain Recognized in Income (3) Foreign currency contracts $ (0.1 ) $ 1.0 $ 1.3 (1) All derivative assets are presented in Other current assets or Other assets and derivative liabilities are presented in Other current liabilities or Other liabilities. (2) Gain/(loss) recognized in Income was recorded as foreign currency in Cost of products sold. (3) Gain/(loss) recognized in Income was recorded as foreign currency in Other items, net. Energizer has the following recognized financial assets resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting. Offsetting of derivative assets At March 31, 2019 At September 30, 2018 Description Balance Sheet location Gross amounts of recognized assets Gross amounts offset in the Balance Sheet Net amounts of assets presented in the Balance Sheet Gross amounts of recognized assets Gross amounts offset in the Balance Sheet Net amounts of assets presented in the Balance Sheet Foreign Currency Contracts Other Current Assets, Other Assets $ 4.2 $ (0.1 ) $ 4.1 $ 4.7 $ (0.2 ) $ 4.5 Offsetting of derivative liabilities At March 31, 2019 At September 30, 2018 Description Balance Sheet location Gross amounts of recognized liabilities Gross amounts offset in the Balance Sheet Net amounts of liabilities presented in the Balance Sheet Gross amounts of recognized liabilities Gross amounts offset in the Balance Sheet Net amounts of liabilities presented in the Balance Sheet Foreign Currency Contracts Other Current Liabilities, Other Liabilities $ (0.7 ) $ — $ (0.7 ) $ (0.3 ) $ — $ (0.3 ) Fair Value Hierarchy —Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company's financial assets and liabilities, which are carried at fair value, as of March 31, 2019 and September 30, 2018 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 2 Assets/(Liabilities) at estimated fair value: March 31, September 30, Deferred compensation $ (27.1 ) $ (29.0 ) Derivatives - Foreign Currency contracts 3.6 4.3 Derivatives - Foreign Currency contracts (non-hedge) (0.2 ) (0.1 ) Derivatives - 2017 Interest Rate swap 0.9 — Derivatives - 2018 Interest Rate swap (0.4 ) 7.7 Derivatives - Zinc contracts 0.2 — Exit lease liability (0.7 ) (0.6 ) Net Liabilities at estimated fair value $ (23.7 ) $ (17.7 ) Energizer had no Level 1 financial assets or liabilities, other than pension plan assets, and no Level 3 financial assets or liabilities at March 31, 2019 and at September 30, 2018. Due to the nature of cash, cash equivalents and restricted cash, carrying amounts on the balance sheets approximate estimated fair value. The estimated fair value of cash was determined based on level 1 inputs and cash equivalents and restricted cash are determined based on level 2 inputs. At March 31, 2019 , the estimated fair value of the Company's unfunded deferred compensation liability is determined based upon the quoted market prices of investment options that are offered under the plan. The estimated fair value of foreign currency contracts, interest rate swap and zinc contracts, as described above, is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities. The estimated fair value of the exit lease liability was determined based on the discounted cash flows of the remaining lease rentals reduced by estimated sublease rentals that could be reasonably obtained for the property. At March 31, 2019 , the fair market value of fixed rate long-term debt was $2,470.4 compared to its carrying value of $2,429.2 and at September 30, 2018, the fair market value of fixed rate long-term debt was $599.2 compared to its carrying value of $600.0 . At September 30, 2018, the fair market value of the fixed rate long-term debt held in escrow was $1,274.4 compared to its carrying value $1,254.2 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss)/Income | 6 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss)/Income | Accumulated Other Comprehensive (Loss)/Income The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component: Foreign Currency Translation Adjustments (1) Pension Activity Zinc Contracts Foreign Currency Contracts Interest Rate Contracts Total Balance at September 30, 2018 $ (113.6 ) $ (136.4 ) $ — $ 3.3 $ 4.9 $ (241.8 ) OCI before reclassifications 16.6 — 0.2 3.2 (5.3 ) 14.7 Reclassifications to earnings — 2.1 — (3.7 ) (0.1 ) (1.7 ) Activity related to discontinued operations — — 1.3 — — 1.3 Balance at March 31, 2019 $ (97.0 ) $ (134.3 ) $ 1.5 $ 2.8 $ (0.5 ) $ (227.5 ) (1) This component contains non-functional currency translation gains and losses as a result of new intercompany investment balances that are recorded at historical cost on the Battery and Auto Care acquisition date, but are denominated in a currency other than the functional currency of the investment entity. The non-functional currency movement of these investment balances must be measured and the gain or loss calculated must be recognized within Currency translation adjustment as a component of AOCI. The following table presents the reclassifications out of AOCI to earnings: For the Quarter Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Details of AOCI Components Amount Reclassified from AOCI (1) Amount Reclassified from AOCI (1) Affected Line Item in the Combined Statements of Earnings Gains and losses on cash flow hedges Foreign currency contracts $ 2.0 $ (1.9 ) $ 4.8 $ (4.3 ) Other items, net Interest rate contracts 0.3 (0.3 ) 0.2 (0.8 ) Interest expense 2.3 (2.2 ) 5.0 (5.1 ) (Loss)/earnings before income taxes (0.6 ) 0.6 (1.2 ) 1.2 Income tax (benefit)/provision $ 1.7 $ (1.6 ) $ 3.8 $ (3.9 ) Net (loss)/earnings Amortization of defined benefit pension items Actuarial loss (1.2 ) (1.8 ) (2.5 ) (3.3 ) (2) Settlement loss — — — (0.1 ) (2) (1.2 ) (1.8 ) (2.5 ) (3.4 ) (Loss)/earnings before income taxes 0.2 0.4 0.4 0.8 Income tax (benefit)/provision $ (1.0 ) $ (1.4 ) $ (2.1 ) $ (2.6 ) Net (loss)/earnings Total reclassifications to earnings $ 0.7 $ (3.0 ) $ 1.7 $ (6.5 ) Net (loss)/earnings (1) Amounts in parentheses indicate debits to Consolidated (Condensed) Statement of Earnings and Comprehensive Income. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
Mar. 31, 2019 | |
Financial Statement Related Disclosures [Abstract] | |
Suplemental Financial Statement Information | Supplemental Financial Statement Information The components of certain income statement accounts are as follows: For the Quarters Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Other items, net Interest income $ (0.7 ) $ (0.3 ) $ (1.0 ) $ (0.8 ) Interest income on restricted cash — — (5.8 ) — Foreign currency exchange loss 3.8 2.9 2.7 7.0 Pension benefit other than service costs (0.7 ) (1.7 ) (1.4 ) (3.4 ) Acquisition foreign currency gains — — (9.0 ) — Settlement of acquired business hedging contracts 1.5 — 1.5 — Transition services agreement income (0.1 ) — (0.1 ) — Other — — — (0.6 ) Total Other items, net $ 3.8 $ 0.9 $ (13.1 ) $ 2.2 The components of certain balance sheet accounts are as follows: March 31, 2019 September 30, 2018 Inventories Raw materials and supplies $ 89.3 $ 40.0 Work in process 130.2 86.5 Finished products 271.6 196.6 Total inventories $ 491.1 $ 323.1 Other Current Assets Miscellaneous receivables $ 26.5 $ 9.9 Prepaid expenses 99.4 52.2 Value added tax collectible from customers 19.1 20.8 Other 8.6 12.6 Total other current assets $ 153.6 $ 95.5 Property, Plant and Equipment Land $ 9.8 $ 4.5 Buildings 171.0 110.8 Machinery and equipment 762.9 696.2 Capital leases 50.8 — Construction in progress 22.3 12.1 Total gross property 1,016.8 823.6 Accumulated depreciation (653.1 ) (656.9 ) Total property, plant and equipment, net $ 363.7 $ 166.7 Other Current Liabilities Accrued advertising, sales promotion and allowances $ 10.2 $ 16.5 Accrued trade allowances 57.2 39.4 Accrued salaries, vacations and incentive compensation 40.1 48.8 Accrued interest expense 34.3 27.1 Accrued related party amount 34.7 — Income taxes payable 24.0 23.4 Other 115.1 115.8 Total other current liabilities $ 315.6 $ 271.0 Other Liabilities Pensions and other retirement benefits $ 68.1 $ 70.2 Deferred compensation 27.1 29.0 Mandatory transition tax 33.1 33.1 Deferred tax liability 248.2 19.3 Other non-current liabilities 47.2 44.7 Total other liabilities $ 423.7 $ 196.3 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On January 28, 2019, the Company completed the Auto Care Acquisition from Spectrum, which included stock consideration of 5.3 million shares of Energizer common stock. As of March 31, 2019, Spectrum owns 7.6% of the Company's outstanding common shares. Refer to Note 12 Shareholders' Equity for additional discussion on the common shares issued to Spectrum. Following the completion of the Battery and Auto Care Acquisitions, the Company and Spectrum have entered into transition service agreements (TSA) and reverse TSA. Under the agreements, Energizer and Spectrum will provide each other certain specified back office support services on a transitional basis, including among other things, payroll and other human resource services, information systems as well as accounting support. The charges for the transition services are generally intended to allow the providing company to fully recover the allocated direct costs of providing the services, plus all out-of-pocket costs and expenses, and including a nominal profit. Energizer anticipates that it will generally be in a position to complete the transition of most services on or before 12 months following the date of the acquisitions. The Company incurred expense of $5.0 in SG&A and $0.4 in COGS during the quarter and six months ended March 31, 2019. The Company also recorded income of $0.1 in Other items, net related to the reverse transaction services agreements provided. Related to these agreements, the Company has a payable of $34.7 in Other current liabilities and a receivable of $11.5 in Other current assets to Spectrum as of March 31, 2019. The Company also entered into a supply agreement with Spectrum, ancillary to the Auto Care Acquisition that became effective upon the consummation of the acquisition. The supply agreement resulted in expense to the Company of $4.4 for the quarter and six months ended March 31, 2019 and had $ 1.1 in Accounts payable related to these purchases. In discontinued operations, the Company recorded income of $4.1 million for reverse TSA, and recorded expense of $0.7 . In addition, there was a payable due to Spectrum of $9.9 recorded in Liabilities held for sale and a receivable from Spectrum of $ 8.7 |
Legal proceedings_contingencies
Legal proceedings/contingencies and other obligations | 6 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal proceedings/contingencies and other obligations | Legal proceedings/contingencies and other obligations Legal proceedings/contingencies - The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities. In December 2018, the Secretaria Executiva de Meio Ambiente e Gestão Urbana (“SEMAG”) alleged that, during July and August 2018, chemical levels in Spectrum’s wastewater discharge at its facility located in Recife, Brazil exceeded regulatory limits. The agency proposed a penalty of 2 million reals (approximately $0.5 ), and Spectrum filed its defense with SEMAG against the imposition of the penalty in January 2019. In April 2019, the Company received two notices from SEMAG, a re-issuance of the penalty for the alleged violations occurring in July and August 2018 and a notice for alleged wastewater discharge exceedances occurring in October and November 2018. The agency proposed a penalty of 2.2 million reals (approximately $0.6 ), and the Company will be filing its defense with the agency against the imposition of this penalty. Both alleged wastewater exceedances occurred prior to the Battery Acquisition. Under the terms of the acquisition agreement between the Company and Spectrum, subject to certain deductibles and caps, Spectrum is required to indemnify the Company for certain environmental liabilities, including those arising out of the facility located in Recife, Brazil. Other obligations - In the ordinary course of business, the Company also enters into supply and service contracts. These contracts can include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. At March 31, 2019, the Company had approximately $41.1 |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests. The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows |
Recently adopted accounting pronouncements | Recently Adopted Accounting Pronouncements - In the current quarter, the Company early adopted ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, on a modified retrospective basis effective October 1, 2018. This update intends to simplify hedge accounting and decrease complexity for both the preparation and understanding of hedging disclosures in the financial statements. Upon adoption, the Company reclassified $4.8 of hedging settlement gains for the six months ended March 31, 2019 from Other items, net and into Cost of products sold. The gains were related to our currency hedges on payment of inventory purchases and will now be recorded in Cost of products sold to align with the new guidance. The Company also began a zinc hedging program in the second quarter. See additional discussion in Note 13, Financial Instruments and Risk Management. Effective October 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers , on a modified retrospective basis for all contracts as of the effective date. This guidance provides a single comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries and across capital markets. There was no material impact to retained earnings as a result of the adoption. See Note 2, Revenue Recognition, for additional discussion. Effective October 1, 2018, the Company early adopted ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This update requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement similar to internal-use software guidance. The Company will defer and recognize allowable implementation costs for future projects. Capitalized implementation costs were not material for the quarter and six months ended March 31, 2019. Effective October 1, 2018, the Company adopted ASU 2016-15, Statement of Cash Flows- Classification of Certain Cash Receipts and Cash Payments , which is intended to reduce diversity in practice in how certain transactions are classified in the statements of cash flows. The Company has determined that this new guidance has no immediate impact on the Company's consolidated financial position, results of operations or cash flows. Recently Issued Accounting Pronouncements - On February 25, 2016, the FASB issued ASU 2016-02, Leases |
Revenue Recognition Revenue Rec
Revenue Recognition Revenue Recognition (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Product and Market Information | Supplemental product and market information is presented below for revenues from external customers for the quarter and six months ended March 31, 2019 and 2018: For the Quarter Ended March 31, For the Six Months Ended March 31, Net Sales 2019 2018 2019 2018 Batteries $ 419.4 $ 330.3 $ 941.3 $ 854.8 Auto Care 108.6 23.4 129.1 44.8 Lights and Licensing 28.4 20.7 57.9 48.1 Total Net Sales $ 556.4 $ 374.4 $ 1,128.3 $ 947.7 For the Quarter Ended March 31, For the Six Months Ended March 31 2019 2018 2019 2018 Net Sales North America $ 323.9 $ 196.6 $ 664.9 $ 531.6 Latin America 57.7 27.5 90.2 65.6 Americas 381.6 224.1 755.1 597.2 Modern Markets 102.5 83.8 229.9 213.8 Developing Markets 44.9 44.7 94.6 91.3 Distributors Markets 27.4 21.8 48.7 45.4 International 174.8 150.3 373.2 350.5 Total Net Sales $ 556.4 $ 374.4 $ 1,128.3 $ 947.7 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table outlines the preliminary purchase price allocation as of the date of acquisition: Cash and cash equivalents $ 3.3 Trade receivables 49.7 Inventories 97.8 Other current assets 1.3 Property, plant and equipment, net 66.5 Goodwill 268.4 Other intangible assets, net 972.5 Deferred tax assets 12.1 Other assets 3.2 Current portion of capital leases (0.4 ) Accounts payable (27.5 ) Other current liabilities (14.7 ) Long-term debt (31.9 ) Other liabilities (deferred tax liabilities) (221.1 ) Net assets acquired $ 1,179.2 Cash and cash equivalents $ 37.8 Trade receivables 60.6 Inventories 81.0 Other current assets 21.0 Assets held for sale 855.0 Property, plant and equipment, net 138.5 Goodwill 498.6 Other intangible assets, net 747.5 Other assets 14.1 Current portion of capital leases (1.2 ) Accounts payable (40.8 ) Other current liabilities (22.8 ) Long-term debt (14.7 ) Liabilities held for sale (405.0 ) Other liabilities (13.4 ) Net assets acquired $ 1,956.2 Trade receivables $ 2.4 Inventories 0.9 Goodwill 14.7 Other intangible assets, net 21.8 Accounts payable (1.7 ) Net assets acquired $ 38.1 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The table below outlines the purchased identifiable intangible assets of $972.5 : Total Weighted Average Useful Lives Trade names $ 702.9 Indefinite Trade names 16.7 15.0 Proprietary technology 113.5 9.8 Customer relationships 139.4 15.0 Total Other intangible assets, net $ 972.5 $21.8 : Total Weighted Average Useful Lives Customer relationships $ 15.2 15.0 Trade names 4.2 14.0 Proprietary formula 2.4 11.0 Total Other intangible assets, net $ 21.8 14.4 $747.5 : Total Weighted Average Useful Lives Trade names $ 513.0 Indefinite Proprietary technology 61.0 5.9 Customer relationships 173.5 15.0 Total Other intangible assets, net $ 747.5 |
Schedule of Pro Forma Information and Significant Adjustments | The Loss before income taxes includes the inventory fair value adjustment recorded for the acquisitions, but excludes all acquisition and integration costs as well as any additional interest incurred by the Company for the debt issuances to complete the acquisitions: For the Quarter and Six Months Ended March 31, 2019 Battery Acquisition Auto Care Acquisition Net sales $ 99.9 $ 84.5 Inventory fair value adjustment 14.2 13.0 Loss before income taxes (1.1 ) (0.8 ) For the Quarter Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Pro forma net sales $ 578.5 $ 607.5 $ 1,353.2 $ 1,393.2 Pro forma net earnings/(loss) from continuing operations 16.1 15.2 103.2 (25.1 ) Pro forma mandatory preferred stock dividends 4.1 4.1 8.1 8.1 Pro forma net earnings/(loss) from continuing operations attributable to common shareholders $ 12.0 $ 11.1 $ 95.1 $ (33.2 ) Pro forma diluted net earnings/(loss) per common share - continuing operations $ 0.17 $ 0.16 $ 1.34 $ (0.47 ) Pro forma weighted average shares of common stock - Diluted 71.0 71.1 71.0 71.3 For the Quarter Ended March 31, For the Six Months Ended March 31, (Additional expense)/Expense removed 2019 2018 2019 2018 Inventory step up (1) $ 22.5 $ — $ 22.0 $ (26.5 ) Acquisition and integration costs (2) 30.1 16.7 50.3 (48.9 ) Interest and ticking fees on escrowed debt (3) 27.5 2.8 53.0 2.2 Gains on escrowed funds (4) — — (12.0 ) — |
Divestment (Tables)
Divestment (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities and Statement of Earnings of Divested Business | As the Company acquired the business on January 2, 2019, there is no activity on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income for the three and six months ended March 31, 2018: For the Quarter and Six Months Ended March 31, 2019 Net sales $ 80.2 Cost of products sold 69.8 Gross profit 10.4 Selling, general and administrative expense 21.1 Advertising and sales promotion expense 0.3 Interest expense 6.7 Other items, net (3.8 ) Loss before income taxes from discontinued operations (13.9 ) Income tax benefit (2.9 ) Net loss from discontinued operations $ (11.0 ) March 31, 2019 Assets Trade receivables $ 63.7 Inventories 47.6 Other current assets 18.4 Property, plant and equipment, net 73.8 Goodwill 63.8 Other intangible assets, net 564.9 Other assets 16.0 Assets held for sale $ 848.2 Liabilities Current portion of capital leases $ 5.2 Accounts payable 38.8 Other current liabilities 79.7 Long-term debt 27.1 Other liabilities (1) 238.8 Liabilities held for sale $ 389.6 (1) Included in other liabilities is deferred tax liabilities of $198.3 and pension liabilities of $40.5 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted earnings per share for the quarter and six months ended March 31, 2019 and 2018 : (in millions, except per share data) For the Quarter Ended March 31, For the Six Months Ended March 31, Basic earnings per share 2019 2018 2019 2018 Net (loss)/earnings from continuing operations $ (62.3 ) $ 7.8 $ 8.5 $ 68.2 Mandatory preferred stock dividends (3.3 ) — (3.3 ) — Net (loss)/earnings from continuing operations attributable to common shareholders (65.6 ) 7.8 5.2 68.2 Net loss from discontinued operations, net of tax (11.0 ) — (11.0 ) — Net (loss)/earnings attributable to common shareholders $ (76.6 ) $ 7.8 $ (5.8 ) $ 68.2 Weighted average common shares outstanding - basic 67.3 59.7 63.5 60.0 Basic net (loss)/earnings per common share from continuing operations $ (0.97 ) $ 0.13 $ 0.08 $ 1.14 Basic net loss per common share from discontinued operations (0.17 ) — (0.17 ) — Basic net (loss)/earnings per common share $ (1.14 ) $ 0.13 $ (0.09 ) $ 1.14 Diluted earnings per share Net (loss)/earnings attributable to common shareholders $ (76.6 ) $ 7.8 $ (5.8 ) $ 68.2 Weighted average common shares outstanding - basic 67.3 59.7 63.5 60.0 Dilutive effect of restricted stock equivalents — 1.4 0.3 1.3 Dilutive effect of performance shares — — 0.6 — Dilutive effect of stock based deferred compensation plan — — 0.2 — Weighted average common shares outstanding - diluted 67.3 61.1 64.6 61.3 Diluted net (loss)/earnings per common share - continuing operations $ (0.97 ) $ 0.13 $ 0.08 $ 1.11 Diluted net loss per common share - discontinued operations (0.17 ) — (0.17 ) — Diluted net (loss)/earnings per common share $ (1.14 ) $ 0.13 $ (0.09 ) $ 1.11 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Segment sales and profitability for the quarter and six months ended March 31, 2019 and 2018 , respectively, are presented below: For the Quarter Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Net Sales Americas $ 381.6 $ 224.1 $ 755.1 $ 597.2 International 174.8 150.3 373.2 350.5 Total net sales $ 556.4 $ 374.4 $ 1,128.3 $ 947.7 Segment Profit Americas $ 88.7 $ 55.7 $ 204.8 $ 178.8 International 36.4 34.1 91.0 83.3 Total segment profit 125.1 89.8 295.8 262.1 General corporate and other expenses (1) (29.7 ) (24.7 ) (48.4 ) (46.3 ) Global marketing expense (2) (6.4 ) (5.2 ) (9.5 ) (8.4 ) Research and development expense (8.7 ) (5.4 ) (14.2 ) (10.7 ) Amortization of intangible assets (12.5 ) (2.8 ) (15.7 ) (5.6 ) Acquisition and integration costs (3) (95.4 ) (19.4 ) (131.9 ) (25.1 ) Interest expense (4) (44.0 ) (13.6 ) (59.8 ) (27.0 ) Other items, net (5) (2.4 ) (0.9 ) (0.3 ) (2.2 ) Total (loss)/earnings before income taxes $ (74.0 ) $ 17.8 $ 16.0 $ 136.8 (1) Included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (2) The quarter and six months ended March 31, 2019 includes $2.2 and $3.4 recorded in SG&A, respectively, and $4.2 and $6.1 recorded in Advertising and sales promotion expense, respectively, in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The quarter and six months ended March 31, 2018 includes $1.3 and $1.8 recorded in SG&A, respectively, and $3.9 and $6.6 recorded in Advertising and sales promotion expense, respectively, in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (3) The quarter and six months ended March 31, 2019, includes $31.7 recorded in Cost of products sold, including $27.2 of inventory step up. The quarter and six months ended March 31, 2019 includes $29.1 and $48.0 recorded in SG&A, respectively, $33.2 and $65.6 recorded in Interest expense, respectively, and a loss of $1.4 and a gain of $13.4 recorded in Other items, net, respectively, on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The quarter and six months ended March 31, 2018 includes $16.5 and $22.2 recorded in SG&A, respectively, and $2.9 recorded in Interest expense, respectively, on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (4) Interest expense for the quarter and six months ended March 31, 2019 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income includes $33.2 and $65.6 , respectively, and the quarter and six months ended March 31, 2018 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income includes $2.9 of acquisition commitment fees, debt ticking fees, and interest on escrowed debt which has been reclassified to Acquisition and integration costs for purposes of the reconciliation above. (5) The amounts for the quarter and six months ended March 31, 2019 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income includes a loss of $1.4 and a gain of $13.4 |
Reconciliation of Assets from Segment to Consolidated | Total assets by segment are presented below: March 31, 2019 September 30, 2018 Americas $ 1,047.1 $ 504.2 International 652.3 851.5 Total segment assets $ 1,699.4 $ 1,355.7 Corporate 145.5 1,346.3 Goodwill and other intangible assets 2,949.2 476.8 Assets held for sale 848.2 — Total assets $ 5,642.3 $ 3,178.8 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table sets forth goodwill by segment as of October 1, 2018 and March 31, 2019 : Americas International Unallocated Total Balance at October 1, 2018 $ 228.4 $ 15.8 $ — $ 244.2 Battery Acquisition — — 498.6 498.6 Auto Care Acquisition — — 268.4 268.4 Cumulative translation adjustment — 0.2 1.0 1.2 Balance at March 31, 2019 $ 228.4 $ 16.0 $ 768.0 $ 1,012.4 |
Schedule of Finite-Lived Intangible Assets | Total intangible assets at March 31, 2019 are as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and trade names $ 61.0 $ 7.8 $ 53.2 Customer relationships 412.5 21.3 391.2 Patents 34.5 6.9 27.6 Proprietary technology 174.5 4.7 169.8 Proprietary formulas 2.4 0.2 2.2 Non-compete 0.5 0.3 0.2 Total Amortizable intangible assets 685.4 41.2 644.2 Trademarks and trade names - indefinite lived 1,292.6 — 1,292.6 Total Other intangible assets, net $ 1,978.0 $ 41.2 $ 1,936.8 Total intangible assets at September 30, 2018 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks and trade names $ 44.3 $ 6.1 $ 38.2 Customer relationships 99.6 13.4 86.2 Patents 34.5 5.7 28.8 Proprietary formulas 2.4 0.1 2.3 Non-compete 0.5 0.2 0.3 Total Amortizable intangible assets 181.3 25.5 155.8 Trademarks and trade names - indefinite lived 76.9 — 76.9 Total Other intangible assets, net $ 258.2 $ 25.5 $ 232.7 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The detail of long-term debt was as follows: March 31, 2019 September 30, 2018 Senior Secured Term Loan A Facility due 2021 $ 150.0 $ — Senior Secured Term Loan B Facility due 2025 1,000.0 — 5.50% Senior Notes due 2025 600.0 600.0 6.375% Senior Notes due 2026 500.0 — 4.625% Senior Notes due 2026 (Euro Notes of €650.0) 729.2 — 7.750% Senior Notes due 2027 600.0 — Senior Secured Term Loan B Facility due 2022 — 388.0 Capital lease obligations 47.9 — Total long-term debt, including current maturities 3,627.1 988.0 Less current portion (11.6 ) (4.0 ) Less unamortized debt discount and debt issuance fees (58.4 ) (7.9 ) Total long-term debt $ 3,557.1 $ 976.1 6.375% Senior Notes due 2026 — 500.0 4.625% Senior Notes due 2026 (Euro Notes of €650.0) — 754.2 Total gross long-term debt held in escrow — 1,254.2 Less unamortized debt issuance fees — (23.5 ) Total long-term debt held in escrow $ — $ 1,230.7 |
Pension Plans (Tables)
Pension Plans (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The Company’s net periodic pension (benefit)/cost for these plans are as follows: For the Quarter Ended March 31, U.S. International 2019 2018 2019 2018 Service cost $ — $ — $ 0.2 $ 0.1 Interest cost 5.1 4.7 0.8 1.0 Expected return on plan assets (6.5 ) (7.6 ) (1.3 ) (1.6 ) Amortization of unrecognized net losses 1.0 1.2 0.2 0.6 Net periodic (benefit)/cost $ (0.4 ) $ (1.7 ) $ (0.1 ) $ 0.1 For the Six Months Ended March 31, U.S. International 2019 2018 2019 2018 Service cost $ — $ — $ 0.3 $ 0.3 Interest cost 10.2 9.4 1.4 2.1 Expected return on plan assets (13.0 ) (15.1 ) (2.5 ) (3.2 ) Amortization of unrecognized net losses 2.0 2.2 0.5 1.1 Settlement charge — 0.1 — — Net periodic (benefit)/cost $ (0.8 ) $ (3.4 ) $ (0.3 ) $ 0.3 |
Financial Instruments and Ris_2
Financial Instruments and Risk Management (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The following table provides the Company's estimated fair values as of March 31, 2019 and September 30, 2018, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the quarter and six months ended March 31, 2019 and 2018, respectively: At March 31, 2019 For the Quarter Ended March 31, 2019 For the Six Months Ended March 31, 2019 Derivatives designated as Cash Flow Hedging Relationships Estimated Fair Value Asset/(Liability) (1) Gain/(Loss) Recognized in OCI (2) Gain Reclassified From OCI into Income (3) (4) Gain/(Loss) Recognized in OCI (2) Gain Reclassified From OCI into Income (3) (4) Foreign currency contracts $ 3.6 $ 0.9 $ 2.0 $ 4.1 $ 4.8 2017 Interest rate swap 0.9 (1.7 ) 0.2 (5.1 ) 0.2 2018 Interest rate swap (0.4 ) (0.5 ) 0.1 (1.8 ) — Zinc contracts 0.2 0.2 — 0.2 — Total $ 4.3 $ (1.1 ) $ 2.3 $ (2.6 ) $ 5.0 At September 30, 2018 For the Quarter Ended March 31, 2018 For the Six Months Ended March 31, 2018 Derivatives designated as Cash Flow Hedging Relationships Estimated Fair Value Asset (1) Gain Recognized in OCI (2) Loss Reclassified From OCI into Income (4) (5) (Loss)/Gain Recognized in OCI (2) Loss Reclassified From OCI into Income (4) (5) Foreign currency contracts $ 4.3 $ 1.6 $ (1.9 ) $ (0.8 ) $ (4.3 ) Interest rate swaps (2017 and 2018) 7.7 5.0 (0.3 ) 4.5 (0.8 ) Total $ 12.0 $ 6.6 $ (2.2 ) $ 3.7 $ (5.1 ) (1) All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities. (2) OCI is defined as other comprehensive income. (3) Gain/(loss) reclassified to Income was recorded as follows: Foreign currency contracts in Cost of products sold, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold. (4) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk. |
Derivative Instruments, Gain (Loss) | The following table provides estimated fair values as of March 31, 2019 and September 30, 2018 and the gains on derivative instruments not classified as cash flow hedges for the quarter and six months ended March 31, 2019 and 2018 , respectively: At March 31, 2019 For the Quarter Ended March 31, 2019 For the Six Months Ended March 31, 2019 Estimated Fair Value Asset (1) Gain Recognized in Income (2) Gain Recognized in Income (1) (2) Foreign currency contracts $ (0.2 ) $ 0.1 $ 1.1 At September 30, 2018 For the Quarter Ended March 31, 2018 For the Six Months Ended March 31, 2018 Estimated Fair Value Liability (1) Gain Recognized in Income (3) Gain Recognized in Income (3) Foreign currency contracts $ (0.1 ) $ 1.0 $ 1.3 (1) All derivative assets are presented in Other current assets or Other assets and derivative liabilities are presented in Other current liabilities or Other liabilities. (2) Gain/(loss) recognized in Income was recorded as foreign currency in Cost of products sold. |
Offsetting Liabilities | Offsetting of derivative assets At March 31, 2019 At September 30, 2018 Description Balance Sheet location Gross amounts of recognized assets Gross amounts offset in the Balance Sheet Net amounts of assets presented in the Balance Sheet Gross amounts of recognized assets Gross amounts offset in the Balance Sheet Net amounts of assets presented in the Balance Sheet Foreign Currency Contracts Other Current Assets, Other Assets $ 4.2 $ (0.1 ) $ 4.1 $ 4.7 $ (0.2 ) $ 4.5 Offsetting of derivative liabilities At March 31, 2019 At September 30, 2018 Description Balance Sheet location Gross amounts of recognized liabilities Gross amounts offset in the Balance Sheet Net amounts of liabilities presented in the Balance Sheet Gross amounts of recognized liabilities Gross amounts offset in the Balance Sheet Net amounts of liabilities presented in the Balance Sheet Foreign Currency Contracts Other Current Liabilities, Other Liabilities $ (0.7 ) $ — $ (0.7 ) $ (0.3 ) $ — $ (0.3 ) |
Offsetting Assets | Offsetting of derivative assets At March 31, 2019 At September 30, 2018 Description Balance Sheet location Gross amounts of recognized assets Gross amounts offset in the Balance Sheet Net amounts of assets presented in the Balance Sheet Gross amounts of recognized assets Gross amounts offset in the Balance Sheet Net amounts of assets presented in the Balance Sheet Foreign Currency Contracts Other Current Assets, Other Assets $ 4.2 $ (0.1 ) $ 4.1 $ 4.7 $ (0.2 ) $ 4.5 Offsetting of derivative liabilities At March 31, 2019 At September 30, 2018 Description Balance Sheet location Gross amounts of recognized liabilities Gross amounts offset in the Balance Sheet Net amounts of liabilities presented in the Balance Sheet Gross amounts of recognized liabilities Gross amounts offset in the Balance Sheet Net amounts of liabilities presented in the Balance Sheet Foreign Currency Contracts Other Current Liabilities, Other Liabilities $ (0.7 ) $ — $ (0.7 ) $ (0.3 ) $ — $ (0.3 ) |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company's financial assets and liabilities, which are carried at fair value, as of March 31, 2019 and September 30, 2018 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy: Level 2 Assets/(Liabilities) at estimated fair value: March 31, September 30, Deferred compensation $ (27.1 ) $ (29.0 ) Derivatives - Foreign Currency contracts 3.6 4.3 Derivatives - Foreign Currency contracts (non-hedge) (0.2 ) (0.1 ) Derivatives - 2017 Interest Rate swap 0.9 — Derivatives - 2018 Interest Rate swap (0.4 ) 7.7 Derivatives - Zinc contracts 0.2 — Exit lease liability (0.7 ) (0.6 ) Net Liabilities at estimated fair value $ (23.7 ) $ (17.7 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss)/Income (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component: Foreign Currency Translation Adjustments (1) Pension Activity Zinc Contracts Foreign Currency Contracts Interest Rate Contracts Total Balance at September 30, 2018 $ (113.6 ) $ (136.4 ) $ — $ 3.3 $ 4.9 $ (241.8 ) OCI before reclassifications 16.6 — 0.2 3.2 (5.3 ) 14.7 Reclassifications to earnings — 2.1 — (3.7 ) (0.1 ) (1.7 ) Activity related to discontinued operations — — 1.3 — — 1.3 Balance at March 31, 2019 $ (97.0 ) $ (134.3 ) $ 1.5 $ 2.8 $ (0.5 ) $ (227.5 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following table presents the reclassifications out of AOCI to earnings: For the Quarter Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Details of AOCI Components Amount Reclassified from AOCI (1) Amount Reclassified from AOCI (1) Affected Line Item in the Combined Statements of Earnings Gains and losses on cash flow hedges Foreign currency contracts $ 2.0 $ (1.9 ) $ 4.8 $ (4.3 ) Other items, net Interest rate contracts 0.3 (0.3 ) 0.2 (0.8 ) Interest expense 2.3 (2.2 ) 5.0 (5.1 ) (Loss)/earnings before income taxes (0.6 ) 0.6 (1.2 ) 1.2 Income tax (benefit)/provision $ 1.7 $ (1.6 ) $ 3.8 $ (3.9 ) Net (loss)/earnings Amortization of defined benefit pension items Actuarial loss (1.2 ) (1.8 ) (2.5 ) (3.3 ) (2) Settlement loss — — — (0.1 ) (2) (1.2 ) (1.8 ) (2.5 ) (3.4 ) (Loss)/earnings before income taxes 0.2 0.4 0.4 0.8 Income tax (benefit)/provision $ (1.0 ) $ (1.4 ) $ (2.1 ) $ (2.6 ) Net (loss)/earnings Total reclassifications to earnings $ 0.7 $ (3.0 ) $ 1.7 $ (6.5 ) Net (loss)/earnings (1) Amounts in parentheses indicate debits to Consolidated (Condensed) Statement of Earnings and Comprehensive Income. |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 6 Months Ended |
Mar. 31, 2019 | |
Financial Statement Related Disclosures [Abstract] | |
Supplemental Income Statement and Balance Sheet Information | The components of certain income statement accounts are as follows: For the Quarters Ended March 31, For the Six Months Ended March 31, 2019 2018 2019 2018 Other items, net Interest income $ (0.7 ) $ (0.3 ) $ (1.0 ) $ (0.8 ) Interest income on restricted cash — — (5.8 ) — Foreign currency exchange loss 3.8 2.9 2.7 7.0 Pension benefit other than service costs (0.7 ) (1.7 ) (1.4 ) (3.4 ) Acquisition foreign currency gains — — (9.0 ) — Settlement of acquired business hedging contracts 1.5 — 1.5 — Transition services agreement income (0.1 ) — (0.1 ) — Other — — — (0.6 ) Total Other items, net $ 3.8 $ 0.9 $ (13.1 ) $ 2.2 The components of certain balance sheet accounts are as follows: March 31, 2019 September 30, 2018 Inventories Raw materials and supplies $ 89.3 $ 40.0 Work in process 130.2 86.5 Finished products 271.6 196.6 Total inventories $ 491.1 $ 323.1 Other Current Assets Miscellaneous receivables $ 26.5 $ 9.9 Prepaid expenses 99.4 52.2 Value added tax collectible from customers 19.1 20.8 Other 8.6 12.6 Total other current assets $ 153.6 $ 95.5 Property, Plant and Equipment Land $ 9.8 $ 4.5 Buildings 171.0 110.8 Machinery and equipment 762.9 696.2 Capital leases 50.8 — Construction in progress 22.3 12.1 Total gross property 1,016.8 823.6 Accumulated depreciation (653.1 ) (656.9 ) Total property, plant and equipment, net $ 363.7 $ 166.7 Other Current Liabilities Accrued advertising, sales promotion and allowances $ 10.2 $ 16.5 Accrued trade allowances 57.2 39.4 Accrued salaries, vacations and incentive compensation 40.1 48.8 Accrued interest expense 34.3 27.1 Accrued related party amount 34.7 — Income taxes payable 24.0 23.4 Other 115.1 115.8 Total other current liabilities $ 315.6 $ 271.0 Other Liabilities Pensions and other retirement benefits $ 68.1 $ 70.2 Deferred compensation 27.1 29.0 Mandatory transition tax 33.1 33.1 Deferred tax liability 248.2 19.3 Other non-current liabilities 47.2 44.7 Total other liabilities $ 423.7 $ 196.3 |
Description of Business and B_3
Description of Business and Basis of Presentation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Hedging settlement gains | $ (1.1) | $ 3.8 | $ (4.4) | $ 6.3 |
Accounting Standards Update 2017-02 | Scenario, Adjustment | Other Items, Net | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Hedging settlement gains | (4.8) | |||
Accounting Standards Update 2017-02 | Scenario, Adjustment | Cost of Products Sold | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Hedging settlement gains | $ (4.8) |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Product and Market Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 556.4 | $ 374.4 | $ 1,128.3 | $ 947.7 |
Modern Markets | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 102.5 | 83.8 | 229.9 | 213.8 |
Developing Markets | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 44.9 | 44.7 | 94.6 | 91.3 |
Distributors Markets | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 27.4 | 21.8 | 48.7 | 45.4 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 323.9 | 196.6 | 664.9 | 531.6 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 57.7 | 27.5 | 90.2 | 65.6 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 381.6 | 224.1 | 755.1 | 597.2 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 174.8 | 150.3 | 373.2 | 350.5 |
Batteries | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 419.4 | 330.3 | 941.3 | 854.8 |
Auto Care | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 108.6 | 23.4 | 129.1 | 44.8 |
Lights and Licensing | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 28.4 | $ 20.7 | $ 57.9 | $ 48.1 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 28, 2019 | Jan. 02, 2019 | Nov. 15, 2018 | Jul. 02, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 15, 2018 |
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire business | $ 2,403.8 | $ 0 | |||||||||||
Inventory adjustment | $ 22.5 | $ 0 | 22 | (26.5) | |||||||||
Inventory fair value adjustment | 11.2 | 11.2 | |||||||||||
Cost to sell | 107.2 | ||||||||||||
Acquisition and integration costs | 95.4 | 19.4 | |||||||||||
Settlement of acquired business hedging contracts | 1.5 | 0 | 1.5 | 0 | |||||||||
Earnings related to transition service agreements | 0.1 | 0 | 0.1 | 0 | |||||||||
Segment Reconciling Items | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | 95.4 | 19.4 | 131.9 | 25.1 | |||||||||
Interest and other financing items | (44) | (13.6) | (59.8) | (27) | |||||||||
Cost of products sold | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Inventory adjustment | 27.2 | ||||||||||||
Acquisition and integration costs | 31.7 | 27.2 | |||||||||||
Selling, General and Administrative Expenses | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | 131.9 | 25.1 | |||||||||||
Selling, General and Administrative Expenses | Segment Reconciling Items | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | 29.1 | (16.5) | 48 | 22.2 | |||||||||
Interest Expense | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest and other financing items | 33.2 | $ 2.9 | 65.6 | $ 2.9 | |||||||||
Other Items, Net | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | (9) | ||||||||||||
Spectrum Brands Holdings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire business | $ 2,000 | ||||||||||||
Initial cash paid including estimated working capital adjustments | 1,956.2 | ||||||||||||
Cash consideration initially allocated to divested business | $ 450 | ||||||||||||
Success fees | $ 6 | $ 2 | $ 13 | ||||||||||
Inventory adjustment | 14.2 | ||||||||||||
Inventory fair value adjustment | 11.2 | 11.2 | |||||||||||
Net sales | 99.9 | ||||||||||||
Earnings before income taxes | (1.1) | ||||||||||||
Spectrum Brands Holdings | Other Items, Net | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Interest and other financing items | (5.8) | ||||||||||||
Spectrum Auto Care Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire business | $ 937.5 | ||||||||||||
Initial cash paid including estimated working capital adjustments | $ 938.7 | ||||||||||||
Inventory adjustment | 19.5 | ||||||||||||
Acquisition purchase price | 1,250 | ||||||||||||
Newly-issued common stock in acquisition | $ 5.3 | $ 312.5 | |||||||||||
Newly-issued common stock in acquisition (in shares) | 5,278,921 | ||||||||||||
Fair value of equity consideration | $ 240.5 | ||||||||||||
Opening stock price (in dollars per share) | $ 45.55 | ||||||||||||
Additional consideration (in dollars per share) | $ 36,800,000 | ||||||||||||
Net sales | 84.5 | ||||||||||||
Earnings before income taxes | (0.8) | ||||||||||||
Spectrum Auto Care Acquisition | Scenario, Forecast | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Inventory adjustment | $ 6.5 | ||||||||||||
Spectrum Auto Care Acquisition | Pro Forma | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Restructuring charges | 3.1 | 7.1 | |||||||||||
Spectrum Auto Care Acquisition | Cost of products sold | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Inventory adjustment | 13 | ||||||||||||
Spectrum Auto Care Acquisition | Cost of products sold | Scenario, Forecast | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Inventory adjustment | $ 5.1 | ||||||||||||
Nu Finish Acquisition | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Inventory adjustment | $ 0.2 | ||||||||||||
Acquisition purchase price | $ 38.1 | ||||||||||||
Net sales | $ 1.9 | 2.9 | |||||||||||
Earnings before income taxes | $ 0.8 | ||||||||||||
Other intangible assets, net | $ 21.8 |
Acquisition - Schedule of Recog
Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 28, 2019 | Jan. 02, 2019 | Sep. 30, 2018 | Jul. 02, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,012.4 | $ 244.2 | |||
Spectrum Brands Holdings | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 37.8 | ||||
Trade receivables | 60.6 | ||||
Inventories | 81 | ||||
Other current assets | 21 | ||||
Assets held for sale | 855 | ||||
Property, plant and equipment, net | 138.5 | ||||
Goodwill | 498.6 | ||||
Other intangible assets, net | 747.5 | ||||
Other assets | 14.1 | ||||
Current portion of capital leases | (1.2) | ||||
Accounts payable | (40.8) | ||||
Other current liabilities | (22.8) | ||||
Long-term debt | (14.7) | ||||
Liabilities held for sale | (405) | ||||
Other liabilities | (13.4) | ||||
Net assets acquired | $ 1,956.2 | ||||
Spectrum Auto Care Acquisition | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 3.3 | ||||
Trade receivables | 49.7 | ||||
Inventories | 97.8 | ||||
Other current assets | 1.3 | ||||
Property, plant and equipment, net | 66.5 | ||||
Goodwill | 268.4 | ||||
Other intangible assets, net | 972.5 | ||||
Deferred tax assets | 12.1 | ||||
Other assets | 3.2 | ||||
Current portion of capital leases | (0.4) | ||||
Accounts payable | (27.5) | ||||
Other current liabilities | (14.7) | ||||
Long-term debt | (31.9) | ||||
Other liabilities (deferred tax liabilities) | (221.1) | ||||
Net assets acquired | $ 1,179.2 | ||||
Nu Finish Acquisition | |||||
Business Acquisition [Line Items] | |||||
Trade receivables | $ 2.4 | ||||
Inventories | 0.9 | ||||
Goodwill | 14.7 | ||||
Accounts payable | (1.7) | ||||
Net assets acquired | $ 38.1 |
Acquisition - Schedule of Acqui
Acquisition - Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Millions | Jan. 28, 2019 | Jan. 02, 2019 | Jul. 02, 2018 |
Spectrum Brands Holdings | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 747.5 | ||
Spectrum Brands Holdings | Proprietary technology | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 61 | ||
Weighted Average Useful Lives | 5 years 10 months 24 days | ||
Spectrum Brands Holdings | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 173.5 | ||
Weighted Average Useful Lives | 15 years | ||
Spectrum Auto Care Acquisition | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 972.5 | ||
Spectrum Auto Care Acquisition | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 16.7 | ||
Weighted Average Useful Lives | 15 years | ||
Spectrum Auto Care Acquisition | Proprietary technology | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 113.5 | ||
Weighted Average Useful Lives | 9 years 9 months 18 days | ||
Spectrum Auto Care Acquisition | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 139.4 | ||
Weighted Average Useful Lives | 15 years | ||
Nu Finish Acquisition | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 21.8 | ||
Weighted Average Useful Lives | 14 years 4 months 24 days | ||
Nu Finish Acquisition | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 15.2 | ||
Weighted Average Useful Lives | 15 years | ||
Nu Finish Acquisition | Trade names | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 4.2 | ||
Weighted Average Useful Lives | 14 years | ||
Nu Finish Acquisition | Proprietary formula | |||
Business Acquisition [Line Items] | |||
Intangible asset acquired | $ 2.4 | ||
Weighted Average Useful Lives | 11 years | ||
Trade names | Spectrum Brands Holdings | |||
Business Acquisition [Line Items] | |||
Indefinite intangible assets acquired | $ 513 | ||
Trade names | Spectrum Auto Care Acquisition | |||
Business Acquisition [Line Items] | |||
Indefinite intangible assets acquired | $ 702.9 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information and Significant Adjustments (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combinations [Abstract] | ||||
Pro forma net sales | $ 578.5 | $ 607.5 | $ 1,353.2 | $ 1,393.2 |
Pro forma net earnings/(loss) from continuing operations | 16.1 | 15.2 | 103.2 | (25.1) |
Pro forma mandatory preferred stock dividends | 4.1 | 4.1 | 8.1 | 8.1 |
Pro forma net earnings/(loss) from continuing operations attributable to common shareholders | $ 12 | $ 11.1 | $ 95.1 | $ (33.2) |
Pro forma diluted net earnings/(loss) per common share - continuing operations (in usd per share) | $ 0.17 | $ 0.16 | $ 1.34 | $ (0.47) |
Pro forma weighted average shares of common stock - Diluted (in shares) | 71 | 71.1 | 71 | 71.3 |
Inventory step up | $ 22.5 | $ 0 | $ 22 | $ (26.5) |
Acquisition and integration costs | 30.1 | 16.7 | 50.3 | (48.9) |
Interest and ticking fees on escrowed debt | 27.5 | 2.8 | 53 | 2.2 |
Gains on escrowed funds | 0 | $ 0 | (12) | $ 0 |
Interest, pre-tax | $ 47.6 | $ 95.2 |
Acquisition - Provisional Infor
Acquisition - Provisional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Inventory adjustment | $ 22.5 | $ 0 | $ 22 | $ (26.5) |
Cost of products sold | ||||
Business Acquisition [Line Items] | ||||
Inventory adjustment | 27.2 | |||
Spectrum Brands Holdings | ||||
Business Acquisition [Line Items] | ||||
Net sales | 99.9 | |||
Inventory adjustment | 14.2 | |||
Loss before income taxes | (1.1) | |||
Spectrum Auto Care Acquisition | ||||
Business Acquisition [Line Items] | ||||
Net sales | 84.5 | |||
Inventory adjustment | $ 19.5 | |||
Loss before income taxes | (0.8) | |||
Spectrum Auto Care Acquisition | Cost of products sold | ||||
Business Acquisition [Line Items] | ||||
Inventory adjustment | $ 13 |
Divestment (Details)
Divestment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Assets | ||||
Trade receivables | $ 63.7 | $ 63.7 | ||
Inventories | 47.6 | 47.6 | ||
Other current assets | 18.4 | 18.4 | ||
Property, plant and equipment, net | 73.8 | 73.8 | ||
Goodwill | 63.8 | 63.8 | ||
Other intangible assets, net | 564.9 | 564.9 | ||
Other assets | 16 | 16 | ||
Assets held for sale | 848.2 | 848.2 | ||
Liabilities | ||||
Accounts payable | 38.8 | 38.8 | ||
Short term portion of capital leases | 5.2 | 5.2 | ||
Other current liabilities | 79.7 | 79.7 | ||
Long-term debt | 27.1 | 27.1 | ||
Other liabilities (1) | 238.8 | 238.8 | ||
Liabilities held for sale | 389.6 | 389.6 | ||
Deferred tax liabilities | 198.3 | 198.3 | ||
Pension liabilities | 40.5 | 40.5 | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||||
Net sales | 80.2 | |||
Cost of products sold | 69.8 | |||
Gross profit | 10.4 | |||
Selling, general and administrative expense | 21.1 | |||
Advertising and sales promotion expense | 0.3 | |||
Interest expense | 6.7 | |||
Other items, net | (3.8) | |||
Loss before income taxes from discontinued operations | (13.9) | |||
Income tax benefit | (2.9) | |||
Loss from discontinued operations, net of tax | (11) | $ 0 | (11) | $ 0 |
Inventory fair value adjustment | 11.2 | $ 11.2 | ||
Pre-tax costs | 5.7 | |||
Allocated pre-tax interest expense | $ 6.2 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 21, 2017 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Effective tax rate, percent | 46.90% | 50.10% | ||||
Corporate tax rate | 21.00% | 35.00% | 24.50% | |||
Tax expense | $ 1 | $ 37.5 | $ 3 | |||
Transition tax | $ 30 | $ 30 | ||||
State and Local Jurisdiction | ||||||
Business Acquisition [Line Items] | ||||||
Tax expense | $ 1.5 |
Share-Based Payments - Narrativ
Share-Based Payments - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Nov. 30, 2018 | Nov. 30, 2017 | Nov. 30, 2016 | Nov. 30, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
ParentCo | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Closing stock price (in dollars per share) | $ 60.25 | $ 44.20 | $ 43.84 | $ 37.34 | ||||
Selling, General and Administrative Expenses | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Share-based compensation cost | $ 7.6 | $ 7.3 | $ 14.1 | $ 14 | ||||
Key Employees | Restricted Stock Equivalents | ParentCo | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
RSE awards granted, shares | 73 | 100 | 92 | 106 | ||||
Vesting period, years | 4 years | 4 years | 4 years | 4 years | ||||
Key Employees | Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
Maximum award payout (in shares) | 380 | 476 | 498 | |||||
Key Executives | Restricted Stock Equivalents | ParentCo | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
RSE awards granted, shares | 55 | 68 | 73 | |||||
Key Employees and Key Executives | Performance Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||||
RSE awards granted, shares | 190 | 238 | 249 | |||||
Vesting period, years | 3 years | 3 years | 3 years |
Earnings per share - Schedule o
Earnings per share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net (loss)/earnings from continuing operations | $ (62.3) | $ 7.8 | $ 8.5 | $ 68.2 |
Mandatory preferred stock dividends | (3.3) | 0 | (3.3) | 0 |
Net (loss)/earnings from continuing operations attributable to common shareholders | (65.6) | 7.8 | 5.2 | 68.2 |
Loss from discontinued operations, net of tax | (11) | 0 | (11) | 0 |
Net (loss)/earnings attributable to common shareholders | $ (76.6) | $ 7.8 | $ (5.8) | $ 68.2 |
Basic average shares outstanding (shares) | 67.3 | 59.7 | 63.5 | 60 |
Basic net (loss)/earnings per common share- continuing operations (in dollars per share) | $ (0.97) | $ 0.13 | $ 0.08 | $ 1.14 |
Basic net loss per common share- discontinued operations (in dollars per share) | (0.17) | 0 | (0.17) | 0 |
Basic net (loss)/earnings per common share (in dollars per share) | $ (1.14) | $ 0.13 | $ (0.09) | $ 1.14 |
Weighted average shares of common stock - Diluted (shares) | 67.3 | 61.1 | 64.6 | 61.3 |
Diluted net (loss)/earnings per common share- continuing operations (in dollars per share) | $ (0.97) | $ 0.13 | $ 0.08 | $ 1.11 |
Diluted net loss per common share- discontinued operations (in dollars per share) | (0.17) | 0 | (0.17) | 0 |
Diluted net (loss)/earnings per common share (in dollars per share) | $ (1.14) | $ 0.13 | $ (0.09) | $ 1.11 |
Amount reclassified from liability based plan to equity compensation plan | $ 0.1 | |||
Deferred Compensation, Share-based Payments | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of dilutive performance shares (shares) | 0 | 0 | 0.2 | 0 |
Performance Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of dilutive performance shares (shares) | 0 | 0 | 0.6 | 0 |
Restricted Stock Equivalents | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of dilutive performance shares (shares) | 0 | 1.4 | 0.3 | 1.3 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segments - Schedule of Segment
Segments - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 556.4 | $ 374.4 | $ 1,128.3 | $ 947.7 |
Segment Profit | 194.2 | 168.5 | 469.7 | 446.8 |
Research and development expense | (8.7) | (5.4) | (14.2) | (10.7) |
Amortization of intangible assets | (12.5) | (2.8) | (15.7) | (5.6) |
Acquisition and integration costs | 95.4 | 19.4 | ||
Other items, net | (2.4) | (0.9) | (0.3) | (2.2) |
(Loss)/earnings before income taxes | (74) | 17.8 | 16 | 136.8 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment Profit | 125.1 | 89.8 | 295.8 | 262.1 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
General corporate and other expenses | (29.7) | (24.7) | (48.4) | (46.3) |
Global marketing expense | (6.4) | (5.2) | (9.5) | (8.4) |
Research and development expense | (8.7) | (5.4) | (14.2) | (10.7) |
Amortization of intangible assets | (12.5) | (2.8) | (15.7) | (5.6) |
Acquisition and integration costs | 95.4 | 19.4 | 131.9 | 25.1 |
Interest and other financing items | (44) | (13.6) | (59.8) | (27) |
Americas | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 381.6 | 224.1 | 755.1 | 597.2 |
Americas | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 381.6 | 224.1 | 755.1 | 597.2 |
Segment Profit | 88.7 | 55.7 | 204.8 | 178.8 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 174.8 | 150.3 | 373.2 | 350.5 |
International | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 174.8 | 150.3 | 373.2 | 350.5 |
Segment Profit | 36.4 | 34.1 | 91 | 83.3 |
Selling, General and Administrative Expenses | ||||
Segment Reporting Information [Line Items] | ||||
Global marketing expense | (2.2) | (1.3) | (3.4) | (1.8) |
Acquisition and integration costs | 131.9 | 25.1 | ||
Selling, General and Administrative Expenses | Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Acquisition and integration costs | 29.1 | (16.5) | 48 | 22.2 |
Advertising and Sales Promotion Expense | ||||
Segment Reporting Information [Line Items] | ||||
Global marketing expense | (4.2) | (3.9) | (6.1) | (6.6) |
Cost of products sold | ||||
Segment Reporting Information [Line Items] | ||||
Acquisition and integration costs | 31.7 | 27.2 | ||
Interest Expense | ||||
Segment Reporting Information [Line Items] | ||||
Interest and other financing items | 33.2 | $ 2.9 | 65.6 | $ 2.9 |
Acquisition-related Costs | ||||
Segment Reporting Information [Line Items] | ||||
Acquisition and integration costs | $ 1.4 | $ 13.4 |
Segments - Reconciliation of As
Segments - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Goodwill and other intangible assets | $ 2,949.2 | $ 476.8 |
Assets held for sale | 848.2 | 0 |
Total assets | 5,642.3 | 3,178.8 |
Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Tangible assets | 1,699.4 | 1,355.7 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Tangible assets | 145.5 | 1,346.3 |
Americas | Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Tangible assets | 1,047.1 | 504.2 |
International | Operating Segments | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Tangible assets | $ 652.3 | $ 851.5 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Schedule of Goodwill (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 244.2 |
Cumulative translation adjustment | 1.2 |
Ending balance | 1,012.4 |
Unallocated | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Cumulative translation adjustment | 1 |
Ending balance | 768 |
Americas | |
Goodwill [Roll Forward] | |
Beginning balance | 228.4 |
Cumulative translation adjustment | 0 |
Ending balance | 228.4 |
International | |
Goodwill [Roll Forward] | |
Beginning balance | 15.8 |
Cumulative translation adjustment | 0.2 |
Ending balance | 16 |
Spectrum Brands Holdings | |
Goodwill [Roll Forward] | |
Goodwill acquired | 498.6 |
Spectrum Brands Holdings | Unallocated | |
Goodwill [Roll Forward] | |
Goodwill acquired | 498.6 |
Spectrum Brands Holdings | Americas | |
Goodwill [Roll Forward] | |
Goodwill acquired | 0 |
Spectrum Brands Holdings | International | |
Goodwill [Roll Forward] | |
Goodwill acquired | 0 |
Spectrum Auto Care Acquisition | |
Goodwill [Roll Forward] | |
Goodwill acquired | 268.4 |
Spectrum Auto Care Acquisition | Unallocated | |
Goodwill [Roll Forward] | |
Goodwill acquired | 268.4 |
Spectrum Auto Care Acquisition | Americas | |
Goodwill [Roll Forward] | |
Goodwill acquired | 0 |
Spectrum Auto Care Acquisition | International | |
Goodwill [Roll Forward] | |
Goodwill acquired | $ 0 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2018 | |
Goodwill [Line Items] | ||
Indefinite-lived intangible assets | $ 1,292.6 | $ 76.9 |
Cumulative translation adjustment | 1.2 | |
International | ||
Goodwill [Line Items] | ||
Cumulative translation adjustment | 0.2 | |
Spectrum Brands Holdings | ||
Goodwill [Line Items] | ||
Increase in goodwill | 513 | |
Spectrum Auto Care Acquisition | ||
Goodwill [Line Items] | ||
Increase in goodwill | $ 702.9 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 685.4 | $ 181.3 |
Trademarks and trade names - indefinite lived | 1,292.6 | 76.9 |
Total Other intangible assets, net | 1,978 | 258.2 |
Accumulated Amortization | 41.2 | 25.5 |
Net Carrying Amount | 644.2 | 155.8 |
Total Other intangible assets, net | 1,936.8 | 232.7 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 61 | 44.3 |
Accumulated Amortization | 7.8 | 6.1 |
Net Carrying Amount | 53.2 | 38.2 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 412.5 | 99.6 |
Accumulated Amortization | 21.3 | 13.4 |
Net Carrying Amount | 391.2 | 86.2 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34.5 | 34.5 |
Accumulated Amortization | 6.9 | 5.7 |
Net Carrying Amount | 27.6 | 28.8 |
Proprietary technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 174.5 | |
Accumulated Amortization | 4.7 | |
Net Carrying Amount | 169.8 | |
Proprietary Formula | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.4 | 2.4 |
Accumulated Amortization | 0.2 | 0.1 |
Net Carrying Amount | 2.2 | 2.3 |
Non-Compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.5 | 0.5 |
Accumulated Amortization | 0.3 | 0.2 |
Net Carrying Amount | $ 0.2 | $ 0.3 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Jan. 17, 2019 | Sep. 30, 2018 | Jun. 21, 2018 |
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | $ 3,627.1 | $ 988 | ||
Capital lease obligations | 47.9 | 0 | ||
Less current portion | (11.6) | (4) | ||
Less unamortized debt discount and debt issuance fees | (58.4) | (7.9) | ||
Total long-term debt | 3,557.1 | 976.1 | ||
Total gross long-term debt held in escrow | 0 | 1,254.2 | ||
Less unamortized debt issuance fees | 0 | (23.5) | ||
Long-term debt held in escrow | 0 | 1,230.7 | ||
Secured Debt | Senior Secured Term Loan A Facility due 2021 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | 150 | 0 | ||
Secured Debt | Senior Secured Term Loan B Facility due 2025 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | 1,000 | 0 | ||
Secured Debt | Senior Secured Term Loan B Facility due 2022 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | 0 | 388 | ||
Senior Notes | 5.50% Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | $ 600 | 600 | ||
Stated interest rate of debt | 5.50% | 7.75% | ||
Senior Notes | 6.375% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | $ 500 | 0 | ||
Total gross long-term debt held in escrow | $ 0 | 500 | ||
Stated interest rate of debt | 6.375% | 6.375% | ||
Senior Notes | 4.625% Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | $ 729.2 | 0 | ||
Total gross long-term debt held in escrow | $ 0 | 754.2 | ||
Stated interest rate of debt | 4.25% | 4.625% | ||
Senior Notes | 7.750% Senior Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt, including current maturities | $ 600 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) € in Millions, $ in Millions | May 07, 2019USD ($) | Dec. 17, 2018USD ($) | Jun. 21, 2018USD ($)debt_instrument | Mar. 13, 2017 | Mar. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Apr. 01, 2019USD ($) | Jan. 17, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 21, 2018EUR (€) | Feb. 28, 2018USD ($) | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Maturities of long term debt in five years | $ 10 | $ 10 | |||||||||||
Number of senior note offerings | debt_instrument | 2 | ||||||||||||
Short term borrowing interest rate | 4.90% | 4.90% | 4.30% | ||||||||||
Payments of Debt Issuance Costs | $ 40.1 | $ 0 | |||||||||||
Long-term debt | $ 3,627.1 | 3,627.1 | $ 988 | ||||||||||
Notes payable | 8.2 | 8.2 | 247.3 | ||||||||||
Interest Rate Contracts | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Forward interest rate | 2.47% | ||||||||||||
Notional value | 400 | 400 | $ 400 | ||||||||||
Interest Rate Contracts | Scenario, Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notional value | $ 50 | ||||||||||||
Senior Secured Term Loan B Facility due 2022 | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal payments as a percentage of the original principal balance | 0.25% | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 2.5 | ||||||||||||
Long-term debt | 0 | 0 | 388 | ||||||||||
Senior Secured Term Loan B Facility due 2022 | Secured Debt | Interest Rate Contracts | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable rate debt hedged | $ 200 | ||||||||||||
Fixed interest rate | 2.03% | ||||||||||||
Senior Secured Term Loan B Facility due 2022 | Subsequent Event | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of term loan facility | $ 2.5 | ||||||||||||
Senior Secured Term Loan A Facility due 2021 | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of term loan facility | 50 | ||||||||||||
Long-term debt | $ 150 | $ 150 | 0 | ||||||||||
Senior Secured Term Loan A Facility due 2021 | Subsequent Event | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of term loan facility | $ 72.5 | ||||||||||||
5.50% Senior Notes due 2025 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of debt | $ 600 | ||||||||||||
Stated interest rate of debt | 5.50% | 5.50% | 7.75% | ||||||||||
Long-term debt | $ 600 | $ 600 | 600 | ||||||||||
6.375% Senior Notes due 2026 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of debt | $ 500 | ||||||||||||
Stated interest rate of debt | 6.375% | 6.375% | 6.375% | 6.375% | |||||||||
Long-term debt | $ 500 | $ 500 | 0 | ||||||||||
4.625% Senior Notes due 2026 | Senior Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of debt | € | € 650 | ||||||||||||
Stated interest rate of debt | 4.625% | 4.25% | 4.25% | 4.625% | |||||||||
Long-term debt | $ 729.2 | $ 729.2 | 0 | ||||||||||
Term Loan A Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal payments as a percentage of the original principal balance | 6.25% | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 12.5 | ||||||||||||
Term Loan A Facility | Spectrum Brands Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of debt | $ 200 | ||||||||||||
Term of debt | 3 years | ||||||||||||
Term Loan B Facility | Spectrum Brands Holdings | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face amount of debt | $ 1,000 | ||||||||||||
Term of debt | 7 years | ||||||||||||
Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Term of debt | 5 years | ||||||||||||
Maximum amount for line of credit | $ 400 | ||||||||||||
Outstanding letters of credit | 240 | ||||||||||||
Amount available remaining | 392.4 | 392.4 | |||||||||||
Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding letters of credit | $ 7.6 | $ 7.6 | |||||||||||
Non-US | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding letters of credit | $ 7.3 | ||||||||||||
LIBOR | Senior Secured Term Loan B Facility due 2022 | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis points | 2.00% | 2.50% | |||||||||||
Basis points floor | 0.75% |
Debt - Long-term Debt and Capit
Debt - Long-term Debt and Capital Lease Maturities (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Debt Disclosure [Abstract] | ||
Maturities of long term debt in one year | $ 10 | |
Maturities of long term debt in two years | 60 | |
Maturities of long term debt in three years | 110 | |
Maturities of long term debt in four years | 10 | |
Maturities of long term debt in five years | 10 | |
Maturities of long term debt thereafter | 3,379.2 | |
Total long term debt payments due | 3,579.2 | |
Maturities of capital leases in one year | 4.8 | |
Maturities of capital leases in two years | 4.8 | |
Maturities of capital leases in three years | 4.7 | |
Maturities of capital leases in four years | 4.6 | |
Maturities of capital leases in five years | 5.3 | |
Maturities of capital leases thereafter | 72.6 | |
Total long term debt payments due | 96.8 | |
Less: Interest on capital leases | (48.9) | |
Present value of capital lease payments (1) | 47.9 | |
Current portion of capital leases | 1.6 | $ 0 |
Noncurrent portion of capital leases | $ 46.3 |
Pension Plans - Schedule of Net
Pension Plans - Schedule of Net Benefit Costs (Details) - Pension Plan - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 5.1 | 4.7 | 10.2 | 9.4 |
Expected return on plan assets | (6.5) | (7.6) | (13) | (15.1) |
Amortization of unrecognized net losses | 1 | 1.2 | 2 | 2.2 |
Settlement charge | 0 | 0.1 | ||
Net periodic (benefit)/cost | (0.4) | (1.7) | (0.8) | (3.4) |
International | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.2 | 0.1 | 0.3 | 0.3 |
Interest cost | 0.8 | 1 | 1.4 | 2.1 |
Expected return on plan assets | (1.3) | (1.6) | (2.5) | (3.2) |
Amortization of unrecognized net losses | 0.2 | 0.6 | 0.5 | 1.1 |
Settlement charge | 0 | 0 | ||
Net periodic (benefit)/cost | $ (0.1) | $ 0.1 | $ (0.3) | $ 0.3 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 15, 2022 | Apr. 29, 2019 | Apr. 15, 2019 | Jan. 28, 2019 | Jan. 31, 2019 | Nov. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jul. 31, 2015 |
Class of Stock [Line Items] | |||||||||||
Number of shares repurchased (shares) | 1,126,379 | ||||||||||
Shares repurchased | $ 50,000 | ||||||||||
Average purchase price (in dollars per share) | $ 44.41 | ||||||||||
Dividend declared (in dollars per share) | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.29 | |||||||
Common stock dividends declared | $ 40,000 | $ 36,500 | |||||||||
Dividends paid | 40,800 | 35,000 | |||||||||
Common stock isued (in shares) | 4,687,498 | ||||||||||
Net proceeds from issuance of common stock | 205,300 | 0 | |||||||||
Preferred stock issued (in shares) | 2,156,250 | ||||||||||
Net proceeds from issuance of mandatory convertible preferred shares | $ 199,500 | $ 0 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||
Liquidation preference (in dollars per share) | $ 100 | ||||||||||
Mandatory convertible preferred stock annual rate | 7.50% | ||||||||||
Preferred stock dividend declared (in dollars per share) | $ 1.8333 | $ 1.83 | |||||||||
Preferred stock dividends | $ 3,300 | ||||||||||
Payments for capped call transactions | $ 9,000 | ||||||||||
Minimum | Scenario, Forecast | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of preferred stock to common stock (in shares) | 1,789,200 | ||||||||||
Maximum | Scenario, Forecast | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of preferred stock to common stock (in shares) | 2,173,900 | ||||||||||
Over-Allotment Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock isued (in shares) | 611,412 | ||||||||||
Preferred stock issued (in shares) | 281,250 | ||||||||||
Spectrum Auto Care Acquisition | |||||||||||
Class of Stock [Line Items] | |||||||||||
Newly-issued common stock in acquisition (in shares) | 5,278,921 | ||||||||||
Fair value of equity consideration | $ 240,500 | ||||||||||
Opening stock price (in dollars per share) | $ 45.55 | ||||||||||
Percentage not transferable, limit | 4.90% | ||||||||||
Value of common stock in company acquired | $ 65,120 | ||||||||||
Subsequent Event | |||||||||||
Class of Stock [Line Items] | |||||||||||
Dividend declared (in dollars per share) | $ 0.30 | ||||||||||
Preferred stock dividend declared (in dollars per share) | $ 1.875 | ||||||||||
Preferred stock dividends | $ 3,900 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares authorized to be acquired (shares) | 7,500,000 | ||||||||||
Number of shares repurchased (shares) | 1,126,000 |
Financial Instruments and Ris_3
Financial Instruments and Risk Management - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019USD ($)derivative_instrumentContract | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)derivative_instrumentContract | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Apr. 01, 2019USD ($) | Feb. 28, 2018USD ($) | Mar. 31, 2017USD ($) | |
Derivative [Line Items] | ||||||||
Unrecognized pre-tax loss | $ 500,000 | $ (7,700,000) | ||||||
Unrealized pre-tax gain | 3,600,000 | 4,300,000 | ||||||
Portion or pre-tax gain included in AOCI expected to be included in earnings | $ 3,500,000 | 3,500,000 | ||||||
Gain Recognized in Income | 0 | $ 0 | 9,000,000 | $ 0 | ||||
Interest Rate Contracts | ||||||||
Derivative [Line Items] | ||||||||
Notional value | 400,000,000 | 400,000,000 | $ 400,000,000 | |||||
Forward interest rate | 2.47% | |||||||
Line of Credit | Senior Secured Term Loan B Facility, net of discount, due 2022 | ||||||||
Derivative [Line Items] | ||||||||
Face amount of debt | 1,150 | 1,150 | ||||||
Estimate of Fair Value | ||||||||
Derivative [Line Items] | ||||||||
Fair market value of fixed rate long-term debt | 2,470,400,000 | 2,470,400,000 | 599,200,000 | |||||
Long-term debt held in escrow | 1,274,400,000 | |||||||
Reported Value Measurement | ||||||||
Derivative [Line Items] | ||||||||
Fair market value of fixed rate long-term debt | 600,000,000 | 600,000,000 | ||||||
Long-term debt held in escrow | 2,429,200,000 | 2,429,200,000 | 1,254,200,000 | |||||
Senior Secured Term Loan B Facility due 2022 | Senior Secured Term Loan B Facility, net of discount, due 2022 | Interest Rate Contracts | ||||||||
Derivative [Line Items] | ||||||||
Variable rate debt hedged | $ 200,000,000 | |||||||
Fixed interest rate | 2.03% | |||||||
Designated as Hedging Instrument | Cash Flow Hedging | ||||||||
Derivative [Line Items] | ||||||||
Derivatives - Foreign Currency contracts | 4,300,000 | 4,300,000 | $ 12,000,000 | |||||
Designated as Hedging Instrument | Cash Flow Hedging | Zinc contracts | ||||||||
Derivative [Line Items] | ||||||||
Derivatives - Foreign Currency contracts | $ 200,000 | $ 200,000 | ||||||
Derivative, Number of Open Contracts | Contract | 1 | 1 | ||||||
Notional value | $ 7,000,000 | $ 7,000,000 | ||||||
Designated as Hedging Instrument | Cash Flow Hedging | Foreign Exchange Forward | ||||||||
Derivative [Line Items] | ||||||||
Notional value | $ 136,000,000 | $ 136,000,000 | ||||||
Number of open contracts | derivative_instrument | 64,000,000 | 64,000,000 | ||||||
Not Designated as Hedging Instrument | Foreign Exchange Forward | ||||||||
Derivative [Line Items] | ||||||||
Notional value | $ 81,000,000 | $ 81,000,000 | ||||||
Number of open contracts | derivative_instrument | 8 | 8 | ||||||
Scenario, Forecast | Interest Rate Contracts | ||||||||
Derivative [Line Items] | ||||||||
Notional value | $ 50,000,000 |
Financial Instruments and Ris_4
Financial Instruments and Risk Management - Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) (Details) - Designated as Hedging Instrument - Cash Flow Hedging - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivatives - Foreign Currency contracts | $ 4.3 | $ 4.3 | $ 12 | ||
(Loss)/Gain Recognized in OCI | (1.1) | $ 6.6 | (2.6) | $ 3.7 | |
Loss Reclassified From OCI into Income(Effective Portion) | 2.3 | (2.2) | 5 | (5.1) | |
Foreign currency contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivatives - Foreign Currency contracts | 3.6 | 3.6 | 4.3 | ||
(Loss)/Gain Recognized in OCI | 0.9 | 1.6 | 4.1 | (0.8) | |
Loss Reclassified From OCI into Income(Effective Portion) | 2 | (1.9) | 4.8 | (4.3) | |
Derivatives - 2017 Interest Rate swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivatives - Foreign Currency contracts | 0.9 | 0.9 | |||
(Loss)/Gain Recognized in OCI | (1.7) | (5.1) | |||
Loss Reclassified From OCI into Income(Effective Portion) | 0.2 | 0.2 | |||
Derivatives - 2018 Interest Rate swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivatives - Foreign Currency contracts | (0.4) | (0.4) | |||
(Loss)/Gain Recognized in OCI | (0.5) | (1.8) | |||
Loss Reclassified From OCI into Income(Effective Portion) | 0.1 | 0 | |||
2018 Interest rate swap | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivatives - Foreign Currency contracts | $ 7.7 | ||||
(Loss)/Gain Recognized in OCI | 5 | 4.5 | |||
Loss Reclassified From OCI into Income(Effective Portion) | $ (0.3) | $ (0.8) | |||
Zinc contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivatives - Foreign Currency contracts | 0.2 | 0.2 | |||
(Loss)/Gain Recognized in OCI | 0.2 | 0.2 | |||
Loss Reclassified From OCI into Income(Effective Portion) | $ 0 | $ 0 |
Financial Instruments and Ris_5
Financial Instruments and Risk Management - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain Recognized in Income | $ 0 | $ 0 | $ 9 | $ 0 | |
Not Designated as Hedging Instrument | Foreign currency contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Estimated Fair Value Asset (1) | (0.2) | (0.2) | $ (0.1) | ||
Gain Recognized in Income | $ 0.1 | $ 1 | $ 1.1 | $ 1.3 |
Financial Instruments and Ris_6
Financial Instruments and Risk Management - Offsetting Assets and Liabilities (Details) - Foreign currency contracts - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Derivatives, Fair Value [Line Items] | ||
Gross amounts of recognized assets | $ 4.2 | $ 4.7 |
Gross amounts offset in the Balance Sheet | (0.1) | (0.2) |
Net amounts of assets presented in the Balance Sheet | 4.1 | 4.5 |
Gross amounts of recognized liabilities | (0.7) | (0.3) |
Gross amounts offset in the Balance Sheet | 0 | 0 |
Net amounts of liabilities presented in the Balance Sheet | $ (0.7) | $ (0.3) |
Financial Instruments and Ris_7
Financial Instruments and Risk Management - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Sep. 30, 2018 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation | $ (27.1) | $ (29) |
Exit lease liability | (0.7) | (0.6) |
Net Liabilities at estimated fair value | (23.7) | (17.7) |
Foreign currency contracts | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives - Foreign Currency contracts | (0.2) | (0.1) |
Foreign currency contracts | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives - Foreign Currency contracts | 3.6 | 4.3 |
Foreign currency contracts | Level 2 | Fair Value, Measurements, Recurring | Not Designated as Hedging Instrument | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives - Foreign Currency contracts | (0.2) | (0.1) |
Derivatives - 2017 Interest Rate swap | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives - Foreign Currency contracts | 0.9 | 0 |
Derivatives - 2018 Interest Rate swap | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives - Foreign Currency contracts | (0.4) | 7.7 |
Commodity contract | Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivatives - Foreign Currency contracts | 0.2 | 0 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Percentage Bearing Fixed Interest, Fair Value Amount | $ 2,470.4 | $ 599.2 |
Schedule of Accumulated Other C
Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Millions | 6 Months Ended |
Mar. 31, 2019USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2018 | $ (241.8) |
OCI before reclassifications | 14.7 |
Reclassifications to earnings | (1.7) |
Activity related to discontinued operations | 1.3 |
Balance at March 31, 2019 | (227.5) |
Foreign Currency Translation Adjustments (1) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2018 | (113.6) |
OCI before reclassifications | 16.6 |
Reclassifications to earnings | 0 |
Activity related to discontinued operations | 0 |
Balance at March 31, 2019 | (97) |
Pension Activity | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2018 | (136.4) |
OCI before reclassifications | 0 |
Reclassifications to earnings | 2.1 |
Activity related to discontinued operations | 0 |
Balance at March 31, 2019 | (134.3) |
Foreign Currency Contracts | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2018 | 3.3 |
OCI before reclassifications | 3.2 |
Reclassifications to earnings | (3.7) |
Activity related to discontinued operations | 0 |
Balance at March 31, 2019 | 2.8 |
Zinc contracts | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2018 | 0 |
OCI before reclassifications | 0.2 |
Reclassifications to earnings | 0 |
Activity related to discontinued operations | 1.3 |
Balance at March 31, 2019 | 1.5 |
Interest Rate Contracts | Foreign Currency Contracts | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at September 30, 2018 | 4.9 |
OCI before reclassifications | (5.3) |
Reclassifications to earnings | (0.1) |
Activity related to discontinued operations | 0 |
Balance at March 31, 2019 | $ (0.5) |
Reclassification out of Accumul
Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other items, net | $ (3.8) | $ (0.9) | $ 13.1 | $ (2.2) |
Interest expense | (77.2) | (16.5) | (125.4) | (29.9) |
(Loss)/earnings before income taxes | (74) | 17.8 | 16 | 136.8 |
Income tax (benefit)/provision | 11.7 | (10) | (7.5) | (68.6) |
Net (loss)/earnings | (73.3) | 7.8 | (2.5) | 68.2 |
Amount Reclassified from AOCI | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net (loss)/earnings | 0.7 | (3) | 1.7 | (6.5) |
Gains and losses on cash flow hedges | Amount Reclassified from AOCI | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other items, net | 2 | (1.9) | 4.8 | (4.3) |
Interest expense | 0.3 | (0.3) | 0.2 | (0.8) |
(Loss)/earnings before income taxes | 2.3 | (2.2) | 5 | (5.1) |
Income tax (benefit)/provision | (0.6) | 0.6 | (1.2) | 1.2 |
Net (loss)/earnings | 1.7 | (1.6) | 3.8 | (3.9) |
Amortization of defined benefit pension items | Amount Reclassified from AOCI | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Actuarial loss | (1.2) | (1.8) | (2.5) | (3.3) |
Settlement loss | 0 | 0 | 0 | (0.1) |
(Loss)/earnings before income taxes | (1.2) | (1.8) | (2.5) | (3.4) |
Income tax (benefit)/provision | 0.2 | 0.4 | 0.4 | 0.8 |
Net (loss)/earnings | $ (1) | $ (1.4) | $ (2.1) | $ (2.6) |
Supplemental Financial Statem_3
Supplemental Financial Statement Information, Supplemental Balance Sheet Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | |
Income Statement Related Disclosures [Abstract] | |||||
Interest income | $ (0.7) | $ (0.3) | $ (1) | $ (0.8) | |
Interest income on restricted cash | 0 | 0 | (5.8) | 0 | |
Interest income on restricted cash | 3.8 | 2.9 | 2.7 | 7 | |
Pension benefit other than service costs | (0.7) | (1.7) | (1.4) | (3.4) | |
Acquisition foreign currency gains | 0 | 0 | (9) | 0 | |
Settlement of acquired business hedging contracts | 1.5 | 0 | 1.5 | 0 | |
Transition services agreement income | (0.1) | 0 | (0.1) | 0 | |
Other | 0 | 0 | 0 | (0.6) | |
Total Other items, net | 3.8 | $ 0.9 | (13.1) | $ 2.2 | |
Inventories | |||||
Raw materials and supplies | 89.3 | 89.3 | $ 40 | ||
Work in process | 130.2 | 130.2 | 86.5 | ||
Finished products | 271.6 | 271.6 | 196.6 | ||
Total inventories | 491.1 | 491.1 | 323.1 | ||
Other Current Assets | |||||
Miscellaneous receivables | 26.5 | 26.5 | 9.9 | ||
Prepaid expenses | 99.4 | 99.4 | 52.2 | ||
Value added tax collectible from customers | 19.1 | 19.1 | 20.8 | ||
Other | 8.6 | 8.6 | 12.6 | ||
Total other current assets | 153.6 | 153.6 | 95.5 | ||
Property, Plant and Equipment | |||||
Land | 9.8 | 9.8 | 4.5 | ||
Buildings | 171 | 171 | 110.8 | ||
Machinery and equipment | 762.9 | 762.9 | 696.2 | ||
Capital leases | 50.8 | 50.8 | 0 | ||
Construction in progress | 22.3 | 22.3 | 12.1 | ||
Total gross property | 1,016.8 | 1,016.8 | 823.6 | ||
Accumulated depreciation | (653.1) | (653.1) | (656.9) | ||
Total property, plant and equipment, net | 363.7 | 363.7 | 166.7 | ||
Other Current Liabilities | |||||
Accrued advertising, sales promotion and allowances | 10.2 | 10.2 | 16.5 | ||
Accrued trade allowances | 57.2 | 57.2 | 39.4 | ||
Accrued salaries, vacations and incentive compensation | 40.1 | 40.1 | 48.8 | ||
Accrued interest expense | 34.3 | 34.3 | 27.1 | ||
Accrued related party amount | 34.7 | 34.7 | 0 | ||
Income taxes payable | 24 | 24 | 23.4 | ||
Other | 115.1 | 115.1 | 115.8 | ||
Total other current liabilities | 315.6 | 315.6 | 271 | ||
Other Liabilities | |||||
Pensions and other retirement benefits | 68.1 | 68.1 | 70.2 | ||
Deferred compensation | 27.1 | 27.1 | 29 | ||
Mandatory transition tax | 33.1 | 33.1 | 33.1 | ||
Deferred tax liability | 248.2 | 248.2 | 19.3 | ||
Other non-current liabilities | 47.2 | 47.2 | 44.7 | ||
Total other liabilities | $ 423.7 | $ 423.7 | $ 196.3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Jan. 28, 2019 | Nov. 15, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 |
Related Party Transaction [Line Items] | |||||||
Selling, general and administrative expense | $ 141.3 | $ 104.2 | $ 245.9 | $ 203.4 | |||
Cost of products sold | 362.2 | 205.9 | 658.6 | 500.9 | |||
Other items, net | (3.8) | (0.9) | 13.1 | (2.2) | |||
Accrued related party amount | 34.7 | 34.7 | $ 0 | ||||
Receivable from agreement | 11.5 | 11.5 | |||||
Net (loss)/earnings | (73.3) | $ 7.8 | (2.5) | $ 68.2 | |||
Transition Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Selling, general and administrative expense | 5 | ||||||
Cost of products sold | 0.4 | ||||||
Other items, net | (0.1) | ||||||
Expense resulting from supply agreement | 4.4 | ||||||
Transition Services Agreement | Accounts Payable | |||||||
Related Party Transaction [Line Items] | |||||||
Expense resulting from supply agreement | 1.1 | ||||||
Transition Services Agreement | Discontinued Operations | |||||||
Related Party Transaction [Line Items] | |||||||
Other items, net | (0.7) | ||||||
Net (loss)/earnings | (4.1) | ||||||
Payable recorded in liabilities held for sale | 9.9 | 9.9 | |||||
Receivable recorded in assets held for sale | $ 8.7 | $ 8.7 | |||||
Spectrum Auto Care Acquisition | |||||||
Related Party Transaction [Line Items] | |||||||
Newly-issued common stock in acquisition | $ 5.3 | $ 312.5 | |||||
Percentage of common stock owned | 7.60% | 7.60% |
Legal proceedings_contingenci_2
Legal proceedings/contingencies and other obligations (Details) R$ in Millions, $ in Millions | 1 Months Ended | ||||
Apr. 30, 2019USD ($) | Apr. 30, 2019BRL (R$) | Jan. 31, 2019USD ($) | Jan. 31, 2019BRL (R$) | Mar. 31, 2019USD ($) | |
Loss Contingencies [Line Items] | |||||
Purchase obligations | $ 41.1 | ||||
SEMAG | Pending Litigation | Wastewater Discharge | |||||
Loss Contingencies [Line Items] | |||||
Proposed penalty | $ 0.5 | R$ 2.0 | |||
Subsequent Event | SEMAG | Pending Litigation | Wastewater Discharge | |||||
Loss Contingencies [Line Items] | |||||
Proposed penalty | $ 0.6 | R$ 2.2 |
Uncategorized Items - enr10-q33
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (59,200,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (59,200,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 20,100,000 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (20,100,000) |