DEI
DEI - shares | 3 Months Ended | |
Mar. 31, 2019 | May 13, 2019 | |
Entity [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this Amendment No. 1 to Covetrus, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed with the Securities and Exchange Commission on May 16, 2019 (“Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulations S-T. Exhibit 101 to this Report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (“XBRL”), in accordance with the 30-day grace period provided under Regulation S-T for the first quarterly period in which detail tagging is required. The contents of the Form 10-Q have not otherwise been modified or changed. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q and has not been updated to reflect events occurring subsequent to the original filing date. | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Registrant Name | COVETRUS, INC. | |
Entity Central Index Key | 0001752836 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 111,699,291 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 73 | $ 23 |
Accounts receivable, net of reserves $7 and $7 | 461 | 431 |
Inventory, net | 594 | 564 |
Other receivables | 59 | 49 |
Prepaid expenses and other | 32 | 19 |
Total current assets | 1,219 | 1,086 |
Property and equipment, net of accumulated depreciation of $93 and $74 | 94 | 69 |
Operating lease right-of-use assets | 62 | |
Goodwill | 2,105 | 750 |
Other intangibles, net of accumulated amortization of $264 and $241 | 728 | 208 |
Investments and other | 61 | 120 |
Total assets | 4,269 | 2,233 |
Current liabilities: | ||
Accounts payable | 431 | 441 |
Current maturities of long-term debt and other borrowings | 36 | 1 |
Accrued expenses: | ||
Payroll and related | 40 | 37 |
Taxes | 19 | 17 |
Other | 144 | 77 |
Total current liabilities | 670 | 573 |
Long-term debt and other borrowings, net | 1,167 | 24 |
Deferred taxes, net | 51 | 16 |
Other liabilities | 70 | 35 |
Total liabilities | 1,958 | 648 |
Commitments and contingencies (Note 8) | ||
Redeemable noncontrolling interests | 17 | 92 |
Stockholders' Equity: | ||
Common stock, $0.01 par value, 675,000,000 shares authorized as of March 31, 2019; 111,576,343 shares issued and outstanding as of March 31, 2019 | 1 | 0 |
Net parent investment | 0 | 1,576 |
Accumulated other comprehensive income (loss) | (82) | (83) |
Additional paid-in capital | 2,396 | 0 |
Accumulated deficit | (21) | 0 |
Total stockholders’ equity | 2,294 | 1,493 |
Total liabilities, redeemable noncontrolling interests and stockholders’ equity | $ 4,269 | $ 2,233 |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEETS (UNAUDITED) - Parenthetical - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 29, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, reserves | $ 7 | $ 7 |
Property and equipment, accumulated depreciation | 93 | 74 |
Other intangibles, accumulated amortization | $ 264 | $ 241 |
Common stock, par value (in usd per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 675,000,000 | |
Common stock, shares issued (in shares) | 111,576,343 | |
Common stock, shares outstanding (in shares) | 111,576,343 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Income Statement [Abstract] | |||
Net sales | $ 941 | $ 947 | |
Cost of sales | 761 | 771 | |
Gross profit | 180 | 176 | |
Operating expenses: | |||
Selling, general and administrative | 189 | 143 | |
Restructuring costs | 0 | 1 | |
Operating income (expense) | (9) | 32 | |
Other income (expense): | |||
Interest income | 2 | 2 | |
Interest expense | (12) | (1) | |
Other, net | 1 | 1 | |
Income (expense) before taxes and equity in earnings of affiliates | (18) | 34 | |
Income tax benefit (provision) | 4 | (6) | |
Net income (loss) | (14) | [1] | 28 |
Less: Net (income) loss attributable to redeemable noncontrolling interests | 1 | (5) | |
Net income (loss) attributable to Covetrus, Inc. | $ (13) | $ 23 | |
Earnings per share attributable to Covetrus, Inc.: | |||
Basic (in usd per share) | $ (0.14) | $ 0.32 | |
Diluted (in usd per share) | $ (0.14) | $ 0.31 | |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 94,796 | 71,451 | |
Diluted (in shares) | 94,796 | 71,973 | |
[1] | Net income earned from January 1, 2019 thru February 7, 2019 is attributed to the former parent as it was the sole shareholder prior to February 7, 2019. |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (14) | [1] | $ 28 |
Other comprehensive income, net of tax: | |||
Foreign currency translation gain | 1 | 12 | |
Other comprehensive income, net of tax | 1 | 12 | |
Comprehensive income | (13) | 40 | |
Comprehensive income attributable to redeemable noncontrolling interests: | |||
Net (income) loss | 1 | (5) | |
Foreign currency translation loss | 0 | (1) | |
Comprehensive income attributable to redeemable noncontrolling interests | 1 | (6) | |
Comprehensive income (loss) attributable to Covetrus, Inc. | $ (12) | $ 34 | |
[1] | Net income earned from January 1, 2019 thru February 7, 2019 is attributed to the former parent as it was the sole shareholder prior to February 7, 2019. |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings/ (Accumulated Deficit) | Accumulated Other Comprehensive Income/(Loss) | Net Parent Investment | |
Beginning balance (in shares) at Dec. 30, 2017 | 0 | ||||||
Beginning balance at Dec. 30, 2017 | $ 1,257 | $ 0 | $ 0 | $ 0 | $ (42) | $ 1,299 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 28 | 28 | |||||
Net increase (decrease) in parent investment | (37) | (37) | |||||
Other comprehensive loss | 11 | 11 | |||||
Ending balance (in shares) at Mar. 31, 2018 | 0 | ||||||
Ending balance at Mar. 31, 2018 | 1,261 | $ 0 | 0 | 0 | (31) | 1,292 | |
Beginning balance (in shares) at Dec. 29, 2018 | 0 | ||||||
Beginning balance at Dec. 29, 2018 | 1,493 | $ 0 | 0 | 0 | (83) | 1,576 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | [1] | (14) | (21) | 7 | |||
Dividend to Henry Schein | (1,153) | (1,153) | |||||
Issuance of common stock at separation (including share sale investors) (in shares) | 71,693,426 | ||||||
Issuance of common stock at separation (including share sale investors) | 1 | $ 1 | 609 | 0 | 0 | (609) | |
Issuance of common shares in connection with the Merger (in shares) | 39,742,089 | ||||||
Issuance of common shares in connection with the Merger | 1,772 | $ 0 | 1,772 | 0 | 0 | 0 | |
Net increase (decrease) in parent investment | 179 | 179 | |||||
Exercise of stock options (in shares) | 140,828 | ||||||
Stock-based compensation | 15 | 15 | |||||
Other comprehensive loss | $ 1 | 1 | |||||
Ending balance (in shares) at Mar. 31, 2019 | 111,576,343 | 111,576,343 | |||||
Ending balance at Mar. 31, 2019 | $ 2,294 | $ 1 | $ 2,396 | $ (21) | $ (82) | $ 0 | |
[1] | Net income earned from January 1, 2019 thru February 7, 2019 is attributed to the former parent as it was the sole shareholder prior to February 7, 2019. |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Cash flows from operating activities: | |||
Net (loss) income | $ (14) | [1] | $ 28 |
Depreciation and amortization | 35 | 16 | |
Loss on sale of fixed assets | 0 | 0 | |
Stock-based compensation | 15 | 2 | |
Provision for losses on trade and other accounts receivable | 6 | 0 | |
(Benefit from) provision for deferred income taxes | (2) | (1) | |
Equity in earnings of affiliates | 0 | 0 | |
Changes in unrecognized tax benefits | 0 | 0 | |
Amortization of debt issuance costs | 1 | 0 | |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (26) | (34) | |
Inventory, net | (19) | (2) | |
Other assets and liabilities | (59) | (30) | |
Accounts payable and accrued expenses | 31 | (9) | |
Net cash used in operating activities | (33) | (30) | |
Cash flows from investing activities: | |||
Purchases of fixed assets | (3) | (6) | |
Payments related to equity investments and business acquisitions, net of cash acquired | (25) | (8) | |
Proceeds from sale of fixed assets | 0 | 0 | |
Net cash used in investing activities | (29) | (14) | |
Cash flows from financing activities: | |||
Proceeds from issuance of debt | 1,220 | 0 | |
Principal payments of debt | (24) | (3) | |
Debt issuance costs | (24) | 0 | |
Dividend paid to parent | (1,153) | 0 | |
Issuance of common shares at separation (including share sale investors) | 0 | 0 | |
Issuance of common shares in connection with the Merger | 0 | 0 | |
Issuance of common shares in connection with options | 0 | 0 | |
Net transfers from Parent | 167 | 51 | |
Distributions to noncontrolling stockholders | 0 | 0 | |
Acquisitions of noncontrolling interests in subsidiaries | (70) | (1) | |
Net cash provided by financing activities | 117 | 47 | |
Effect of exchange rate changes on cash and cash equivalents | (5) | (1) | |
Net change in cash and cash equivalents | 50 | 2 | |
Cash and cash equivalents, beginning of period | 23 | 17 | |
Cash and cash equivalents, end of period | 73 | 19 | |
Supplemental disclosures of cash flows information: | |||
Interest | 8 | 0 | |
Income taxes | $ 4 | $ 3 | |
[1] | Net income earned from January 1, 2019 thru February 7, 2019 is attributed to the former parent as it was the sole shareholder prior to February 7, 2019. |
Business Overview and Significa
Business Overview and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Business Overview and Significant Accounting Policies | Business Overview and Significant Accounting Policies Business On February 7, 2019 (the “Distribution Date”), Henry Schein, Inc. ("Henry Schein") completed the previously announced separation (the “Separation”), distribution (the “Distribution”), and subsequent merger of its animal health business (the “Animal Health Business”) with Direct Vet Marketing, Inc. (d/b/a Vets First Choice, “VFC”) (the “Merger”). This was accomplished by a series of transactions among VFC, Henry Schein, Covetrus, Inc. (f/k/a HS Spinco, Inc. “Covetrus”), a wholly owned subsidiary of Henry Schein prior to the Distribution Date, and HS Merger Sub, Inc., a wholly owned subsidiary of Covetrus (“Merger Sub”). In connection with the Separation, Henry Schein contributed, assigned and transferred to Covetrus certain applicable assets, liabilities, and capital stock and other ownership interests relating to the Animal Health Business. In connection with the Separation, and prior to the Distribution, Henry Schein entered into a series of agreements to purchase additional equity interests in certain consolidated subsidiaries of the Animal Health Business for a total purchase price of $73 million . On the Distribution Date, and prior to the Distribution, Covetrus issued shares of Covetrus common stock to certain institutional accredited investors (the “Share Sale Investors”) for $361 million (the “Share Sale”). The proceeds of the Share Sale were paid to Covetrus and distributed to Henry Schein. Subsequent to the Share Sale, Henry Schein distributed, on a pro rata basis, all of the shares of the Covetrus common stock held by Henry Schein to its stockholders of record as of the close of business on January 17, 2019. After the Share Sale and Distribution, Merger Sub consummated the Merger whereby it merged with and into VFC, with VFC surviving the Merger as a wholly owned subsidiary of Covetrus. Immediately following the consummation of the Merger, on a fully diluted basis, (i) approximately 63% of the shares of Covetrus common stock were (a) owned by stockholders of Henry Schein and the Share Sale Investors, and (b) in respect of certain equity awards held by certain employees of the Animal Health Business, and (ii) approximately 37% of the shares of Covetrus common stock were (a) owned by stockholders of VFC immediately prior to the Merger, and (b) in respect of certain equity awards held by certain employees of VFC. The Merger with VFC was accounted for under the acquisition method of accounting for business combinations and the Company was considered the acquiring company per ASC 805 “Business Combinations.” Upon completion of the Merger, all VFC unvested stock option awards and restricted stock and restricted stock units owned by Henry Schein’s employees who transferred to Covetrus were exchanged with economically equivalent awards of Covetrus. Covetrus, Inc. (sometimes referred to in this Quarterly Report on Form 10-Q as "we," "our," "us," "ourselves," the "Company" or "Covetrus") is a global, technology-enabled health business with a comprehensive service and technology platform and supply chain infrastructure dedicated to supporting the companion, equine and large animal veterinary markets. Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, as well as those of our wholly owned and majority owned subsidiaries from their respective dates of inception or acquisition. All significant intercompany transactions and balances are eliminated in consolidation. Investments in unconsolidated affiliates, which are greater than or equal to 20% and less than or equal to 50% owned or investments in unconsolidated affiliates of less than 20% in which the Company has the ability to influence the operating or financial decisions, are accounted for under the equity method. All prior period information is presented on a combined basis. The unaudited combined financial statements have been derived from the consolidated financial statements and accounting records of Henry Schein. The unaudited combined financial statements reflect the combined historical results of operations, financial position and cash flows of the Animal Health Business as they were historically managed in conformity with generally accepted accounting principles in the United States (“GAAP”). The unaudited combined financial statements include the accounts of the Animal Health Business and all of its controlled subsidiaries. Investments in unconsolidated affiliates, which are greater than or equal to 20% and less than or equal to 50% owned or investments in unconsolidated affiliates of less than 20% in which the Business has the ability to influence the operating or financial decisions, are accounted for under the equity method. All intracompany transactions have been eliminated. All intercompany transactions between the Animal Health Business and Henry Schein have been included in these unaudited combined financial statements and are considered to be effectively settled for cash in the unaudited combined financial statements at the time the transaction is recorded. The unaudited combined financial statements include expense allocations for: (i) certain corporate functions historically provided by Henry Schein, including accounting, legal, information services, planning, compliance, investor relations, administration and communication, and similar costs; (ii) employee benefits and incentives; and (iii) stock-based compensation. These expenses have been allocated to the Animal Health Business on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of net sales, headcount or other measures of the Animal Health Business and Henry Schein. The Animal Health Business believes the bases on which the expenses have been allocated are a reasonable reflection of the utilization of services provided to, or the benefit received by, the Animal Health Business during the periods presented. The allocations may not, however, reflect the actual expenses that the Animal Health Business would have incurred as a stand alone company for the periods presented. Actual costs that may have been incurred if the Animal Health Business had been a stand alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Following the separation from Henry Schein, these functions have been performed using the Animal Health Business’ own resources or third-party service providers. For an interim period, however, some of these functions will continue to be provided by Henry Schein under transition services agreements, which are planned to extend for a period of up to 21 months following the closing. Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2019 . These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 29, 2018 . Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the Company's evaluation of doubtful accounts receivable, inventory reserves, customer returns, goodwill impairment, self-insurance reserves, supplier rebates, fair value of redeemable noncotrolling interests, stock-based compensation expense, purchase price allocations and intangible assets acquired. Fiscal Year During fiscal year 2018, the Company operated on a 52-53 week basis ending on the last Saturday of December. For fiscal year 2019, the Company adopted a last day of the calendar year accounting and operating cycle. The Company made this change on a prospective basis and did not adjust operating results for periods prior to 2019. Accounting Pronouncements Adopted On January 1, 2019, the Company adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)", which introduces the balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The Company has adopted the new lease standard using the new transition option issued under the amendments in ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements", which allowed the Company to continue to apply the legacy guidance in Accounting Standards Codification ("ASC") 840, "Leases", in the comparative periods presented in the year of adoption. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company will recognize those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The impact of the adoption was an increase to the Company’s operating lease assets and liabilities on January 1, 2019 of $67 million . See Note 12 for further information. In January 1, 2019, the Company adopted FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other” (Topic 350) (“ASU 2017-04”). ASU 2017-04 eliminates step two from the goodwill impairment test, thereby eliminating the requirement to calculate the implied fair value of a reporting unit. ASU 2017-04 will require the Company to perform an annual goodwill impairment test by comparing the fair value of the reporting units to the carrying value of those units. If the carrying value exceeds the fair value, the Company will be required to recognize an impairment charge; however, the impairment charge should not exceed the amount of goodwill allocated to such reporting unit. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. On January 1, 2019, the Company adopted FASB ASU No. 2018-02, “Treatment of Stranded Tax Effects in Accumulated Other Comprehensive Income Resulting From the Tax Cuts and Jobs Act of 2017”, which allows the reclassification from accumulated comprehensive income to retained earnings of the income tax effects resulting from the Tax Act. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. On January 1, 2019, the Company adopted FASB ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregation of Revenue The following table disaggregates the Company's revenue by segment: Three months ended Dollars in millions March 31, 2019 March 31, 2018 North America $ 497 $ 480 Europe 358 369 APAC & Emerging Markets 86 98 Total $ 941 $ 947 Contract Balances Contract balances represent amounts presented in the consolidated and combined balance sheets when either the Company has transferred goods or services to the customer or the customer has paid consideration to the Company under the contract. These contract balances include accounts receivable, contract assets and contract liabilities. Accounts Receivable The carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit-worthiness and economic trends. From time to time, the Company adjusts its assumptions for anticipated changes in any of these or other factors expected to affect collectability. Contract Assets Contract assets include amounts related to any conditional right to consideration for work completed but not billed as of the reporting date and generally represent amounts owed to the Company by customers, but not yet billed. Contract assets are transferred to accounts receivable when the right becomes unconditional. Current contract assets are included in prepaid expenses and other and the non-current contract assets are included in investments and other within the consolidated and combined balance sheets. The contract assets primarily relate to the bundled arrangements for the sale of equipment and consumables and sales of term software licenses. Current and non-current contract asset balances as of March 31, 2019 and December 29, 2018 were not material. Contract Liabilities Contract liabilities are comprised of advance payments and deferred revenue amounts. Contract liabilities are transferred to revenue once the performance obligation has been satisfied. Current contract liabilities are included in accrued expenses-other and the non-current contract liabilities are included in other liabilities within the combined balance sheet. The contract liabilities primarily relate to advance payments from customers and upfront payments for service arrangements provided over time. At March 31, 2019 and December 29, 2018 , the current portion of contract liabilities of $19 million and $18 million , respectively, was reported in accrued expenses other. Amounts related to non-current contract liabilities were not material. Performance Obligations Estimated future revenue expected to be generated from long-term contracts with unsatisfied performance obligations as of March 31, 2019 is not material. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions On February 7, 2019, the Company acquired VFC, see Note 1 for further information. The acquisition date fair value of the consideration transferred consisted of the following (dollars in millions, except per share data): Total Covetrus shares issued to VFC shareholders 39,742,089 Per share price (in actuals)* $ 43.05 Total fair value of shares issued to VFC shareholders $ 1,711 Fair value of VFC replacement stock option awards attributable to pre-merger service 62 VFC debt repaid at close 24 VFC expenses paid at close 18 Less VFC cash used to fund transaction (9 ) Total consideration $ 1,806 *Closing price on February 7, 2019, Covetrus shares trading on a when-issued basis (Nasdaq: CVET) The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed: Dollars in millions Book value of net assets acquired $ 14 Goodwill 1,358 Intangible assets 545 Deferred tax liabilities (111 ) Total consideration $ 1,806 The size and breadth of the Merger necessitates use of the one year measurement period to adequately analyze all the factors used in establishing the asset and liability fair values as of the acquisition date, including, but not limited to intangible assets and deferred tax liabilities. The Company determined the estimated fair value of the identifiable intangible assets after review and consideration of relevant information including discounted cash flow analysis, market data and management’s estimates. The Company engaged an independent valuation firm to assist in determining the fair value of the acquired intangible assets. The value attributed to the other identifiable intangible assets included $20 million in trademarks and trade names, $50 million in product formulas, $125 million in customer relationships and $350 million in developed technologies. These intangible assets are being amortized over a weighted average period of seven years . The goodwill from this transaction arose as a result of the Company’s expected ability to leverage existing and new marketing opportunities across a larger revenue base. The goodwill from this transaction is not deductible for tax purposes. The following unaudited pro forma financial information presents the results of our operations for the three months ended March 31, 2019 and 2018, as if the acquisition had occurred as of December 31, 2017. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting. The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on December 31, 2017 (dollars in millions, except per share data): Three Months Ended March 31, 2019 2018 Net Sales $ 965 $ 992 Net income (loss) (24 ) (13 ) Net income (loss) attributable to Covetrus (23 ) (13 ) Net income per common share: basic $ (0.25 ) $ (0.19 ) Net income per common share: diluted $ (0.25 ) $ (0.19 ) |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share On February 7, 2019, Henry Schein distributed approximately 71 million shares of Covetrus common stock to its stockholders. The computation of basic earnings per common share ("EPS") for periods prior to the Separation was calculated using the shares distributed by Henry Schein on February 7, 2019. The weighted average number of shares outstanding for diluted EPS for the periods prior to the Separation also include approximately 1 million of diluted common share equivalents for restricted stock and restricted stock units as these share-based awards were previously issued by Henry Schein and outstanding at the time of the Separation and were assumed by Covetrus following the Separation. The numerator for both basic and diluted EPS is net income. The following is a reconciliation of basic shares to diluted shares (in thousands): March 31, March 31, 2019 2018 Basic shares 94,796 71,451 Effect of dilutive shares* — 522 Diluted shares 94,796 71,973 * Shares from share-based awards are not included for periods in which a net loss occurs because to do so would be anti-dilutive |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The change in the goodwill balances by segment for the three months ended March 31, 2019 and for the year ended December 29, 2018 are as follows (dollars in millions): Balance Goodwill Foreign Currency Balance Segment 1/1/2019 Additions Adjustments 3/31/2019 North America $ 537 $ 1,314 $ — $ 1,851 Europe 165 28 (3 ) 190 APAC & Emerging Markets 48 16 — 64 Total $ 750 $ 1,358 $ (3 ) $ 2,105 Balance Goodwill Foreign Currency Balance Segment 12/31/2017 Additions Adjustments 12/29/2018 North America* $ 536 $ 2 $ (1 ) $ 537 Europe* 175 1 (11 ) 165 APAC & Emerging Markets* 49 — (1 ) 48 Total $ 760 $ 3 $ (13 ) $ 750 * Recast to conform to 2019 presentation. In the first quarter of 2019, in connection with the Separation and Merger, the Company made significant changes to its organizational and reporting structure. With these changes, the Company revised its reportable segments. Goodwill was reallocated to the new reporting segments, and as a result, an impairment assessment was performed. There were no goodwill impairment losses recorded during the first three months of 2019 or the full year of 2018 and the Company has no accumulated impairment losses. For further information regarding the segment change, refer to Note 13. |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value ASC 820, “Fair Value Measurement” ("ASC 820"), establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy, which consists of three broad levels, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described as follows: • Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3—Inputs that are unobservable for the asset or liability. The following section describes the valuation methodologies that the Company used to measure different financial instruments at fair value. Financial assets and liabilities The carrying amounts reported on the consolidated and combined balance sheets for cash and cash equivalents, accounts receivable, other receivables, accounts payable and other current liabilities approximate their fair value due to the short maturity of those instruments. Investments in affiliates There are no quoted market prices available for investments in affiliates; however, the Company believes the carrying amounts are a reasonable estimate of fair value. Long-term debt The Company's debts are Level 2 inputs in the fair value hierarchy. The carrying amount of the Term Loan Facility (see Note 11) approximates fair value, given its recent issuance and the underlying interest rate applied to such amounts outstanding is currently reset to market rate on a monthly basis. Derivative contracts The Company currently has no outstanding derivative contracts. Redeemable noncontrolling interests Some minority equity owners in certain of the Company's subsidiaries have the right, at certain times, to require the Company to acquire their ownership interest in those entities at fair value based on third-party valuations. The primary factor affecting the future value of redeemable noncontrolling interests is expected earnings and, if such earnings are not achieved, the value of the redeemable noncontrolling interests might be impacted. The noncontrolling interests subject to put options are adjusted to their estimated redemption amounts each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. The values for redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy. The details of the balances and changes in redeemable noncontrolling interests are presented in Note 7. The assets and liabilities that are measured and recognized at fair value on a recurring basis are the derivative contracts (Level 2), which were immaterial for the year ended December 29, 2018 , and the redeemable noncontrolling interests (Level 3) discussed in Note 7. There were no transfers between levels within the fair value hierarchy and no changes in valuation techniques during the three months ended March 31, 2019 . |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests Some minority equity owners in certain of the Company's subsidiaries have the right, at certain times, to require the Company to acquire their ownership interest in those entities at fair value. ASC 480, “Distinguishing Liabilities from Equity,” is applicable for noncontrolling interests where the Company is, or may be, required to purchase all or a portion of the outstanding interest in a subsidiary from the noncontrolling interest holder under the terms of a put option contained in contractual agreements. The components of the change in the redeemable noncontrolling interests for the three months ended March 31, 2019 and the year ended December 29, 2018 are presented in the following table: March 31, December 29, Dollars in millions 2019 2018 Balance, beginning of period $ 92 $ 367 Decrease in redeemable noncontrolling interests due to redemptions (70 ) (383 ) Increase in redeemable noncontrolling interests due to business acquisitions — 6 Net income attributable to redeemable noncontrolling interests (1 ) 7 Dividends paid — (10 ) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests — (2 ) Change in fair value of redeemable securities (4 ) 107 Balance, end of period $ 17 $ 92 Changes in the estimated redemption amounts of the noncontrolling interests subject to put options are adjusted at each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal The Company is involved in various legal proceedings that arise in the ordinary course of business. Substantial judgment is required in predicting the outcome of these legal proceedings, many of which take years to adjudicate. We accrue estimated costs for a contingency when we believe that a loss is probable and we can make a reasonable estimate of the loss, and then adjust the accrual as appropriate to reflect changes in facts and circumstances. We do not believe it is reasonably possible that these existing loss contingencies, individually or in the aggregate, would have a material adverse affect on our financial position, results of operations, or liquidity. No material accrued loss contingencies were recorded as of March 31, 2019. |
Comprehensive Income
Comprehensive Income | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Comprehensive Income | Comprehensive Income Comprehensive income includes certain gains and losses that are excluded from net income under GAAP, as such amounts are recorded directly as an adjustment to total equity. The Company's comprehensive income is primarily comprised of net income, foreign currency translation loss, unrealized gain (loss) on foreign currency hedging activities and pension adjustment gain (loss). The following table summarizes the accumulated other comprehensive loss, net of applicable taxes, as of: March 31, December 29, Dollars in millions 2019 2018 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ 1 $ 1 Attributable to the Company: Foreign currency translation loss (82 ) (83 ) Accumulated other comprehensive loss (82 ) (83 ) Total accumulated other comprehensive loss $ (81 ) $ (82 ) The following table summarizes the components of comprehensive income, net of applicable taxes, as follows: Three Months Ended March 31, March 31, Dollars in millions 2019 2018 Net income $ (14 ) $ 28 Foreign currency translation gain (loss) 1 12 Tax effect — — Foreign currency translation gain (loss) 1 12 Comprehensive income $ (13 ) $ 40 During the three months ended March 31, 2019 and 2018 , the Company recognized, as a component of comprehensive income, a foreign currency translation (loss) gain of $ 1 million and $ 12 million , respectively, due to changes in foreign exchange rates from the beginning of the period to the end of the period. The consolidated and combined financial statements are denominated in U.S. Dollars. Fluctuations in the value of foreign currencies as compared to the U.S. Dollar may have a significant impact on the comprehensive income. The following table summarizes the components of total comprehensive income, net of applicable taxes, as follows: Three Months Ended March 31, March 31, Dollars in millions 2019 2018 Comprehensive income attributable to Covetrus $ (12 ) $ 34 Comprehensive income attributable to redeemable noncontrolling interests (1 ) 6 Comprehensive income $ (13 ) $ 40 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax (benefit) expense of $(4) million and $6 million for the three months ended March 31, 2019 and 2018 , respectively, reflects an effective tax rate of 23.4% and 18.2% , respectively. The difference between the Company’s effective tax rate and the federal statutory tax rate for the three months ended March 31, 2019 and 2018 primarily relates to state and foreign income taxes and interest expense. On December 22, 2017, the U.S. government passed the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act is comprehensive tax legislation that implemented complex changes to the U.S. Internal Revenue Code ("IRC") including, but not limited to, the reduction of the corporate tax rate from 35% to 21% , modification of accelerated depreciation, the repeal of the domestic manufacturing deduction and changes to the limitations of the deductibility of interest. The Tax Act also included provisions to tax global intangible low-taxed income (“GILTI”), a beneficial tax rate Foreign Derived Intangible Income (“FDII”), a base erosion and anti-abuse tax (“BEAT”) that imposes tax on certain foreign related-party payments, and IRC Section 163(j) interest limitation (“Interest Limitation”). We continue to monitor for potential future changes in certain federal, state, and local tax regulations resulting from the Tax Act which may have an impact on our consolidated income tax provision in future periods. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. We elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Covetrus Credit Facilities On February 7, 2019, Vet Intermediate Holdco II, LLC, (the “Borrower”) a wholly owned subsidiary of the Company, entered into a credit agreement with a syndicate of lenders for a term of five years (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount of $1.2 billion (the “Term Loan Facility”) the proceeds of which were primarily used to to pay a dividend to Henry Schein and (ii) a cash flow-based revolving credit facility of $300 million to fund working capital needs and for general corporate purposes (the “Revolving Facility” and, together with the Term Loan Facility, the “Covetrus Credit Facilities”). The Borrower also paid debt issuance costs of approximately $24 million in connection with the execution of the Credit Agreement. The Company is accreting this discount using the effective interest method with charges to interest expense made through the expiration date of February 7, 2024. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants, among other things and subject to various exceptions and baskets set forth in the Credit Agreement, limit or restrict the ability of the Borrower and its subsidiaries to: incur additional indebtedness; make dividends and other restricted payments; incur additional liens; consolidate, merge, sell or otherwise dispose of all or substantially all assets; make investments; transfer or sell assets; enter into restrictive agreements; change the nature of the business; and enter into certain transactions with affiliates. The Credit Agreement also includes financial covenants, which commencing with the quarterly period ending June 30, 2019, require (i) compliance with a maximum consolidated net total leverage ratio (the “Leverage Ratio”) calculated as of the last day of any fiscal quarter, which calculation permits deduction of up to $125 million in unrestricted cash, that must be less than or equal to a ratio of 5.50 :1.00 as of April 1, 2019 and stepping down annually until reaching a ratio of 3.75 :1:00 in 2022, and (ii) compliance with a minimum consolidated net interest coverage ratio, which ratio must be greater than or equal to 3.00 :100 as of the last day of any fiscal quarter. All borrowings under the Covetrus Credit Facilities are subject to the satisfaction of certain customary conditions. Borrowings under the Covetrus Credit Facilities bear interest at a floating rate, which at the Borrower’s option may be either (i) adjusted LIBOR for interest periods ranging from one month up to 12 months, subject to a floor of 0.00% , plus an applicable margin ranging from 1.25% to 2.25% per annum depending on the Borrower’s Leverage Ratio as of the last day of the prior quarterly period or (ii) an alternate base rate (subject to a floor of 1.00% ) plus an applicable margin ranging from 0.25% to 1.25% per annum depending on the Borrower’s Leverage Ratio as of the last day of the prior quarterly period. Applicable margins are held constant at 1.00% for alternate base rate loans and 2.00% for LIBOR loans, respectively, initially through delivery of financial statements for the period ending June 30, 2019. Additionally, unused commitments under the Revolving Facility are subject to a fee ranging from 0.175% to 0.350% per annum depending on the Borrower’s Leverage Ratio with an applicable fee of 0.30% per annum established initially through delivery of financial statements for the period ending June 30, 2019. As of March 31, 2019, available borrowing capacity under the Revolving Facility was $300 million . Interest expense for the Covetrus Credit Facilities recognized by the Company during the quarterly period ended March 31, 2019, including accretion of the Company’s debt issuance costs, was $8 million . The Term Loan Facility amortizes in quarterly installments equal to 5% of the aggregate initial principal amount per annum beginning with the quarter ending March 31, 2020, with the balance payable upon final maturity of the Term Loan Facility on February 7, 2024. There are no amortization payments under the Revolving Facility, and all borrowings under the Revolving Facility mature on February 7, 2024. The Term Loan Facility and the Revolving Facility may be prepaid at the Borrower’s option at any time, without premium or penalty (other than customary breakage costs), subject to minimum principal amount requirements. Subject to certain exceptions, the Term Loan Facility is subject to mandatory prepayment in an amount equal to the net cash proceeds of (i) certain asset sales, (ii) certain debt offerings, and (iii) certain insurance recovery and condemnation events. In addition, if the aggregate extensions of credit outstanding exceed the lenders’ commitments made to the Revolving Facility at any time, then the amount of such excess is required to be prepaid. Subject to certain conditions, including receipt of lending commitments, either the Term Loan Facility or the Revolving Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by (i) up to at least $265 million , plus (ii) such additional amounts as would not cause the consolidated net senior secured leverage ratio, after giving effect to the incurrence of such additional amount and any use of such proceeds, to exceed 3.25 :1.00. The obligations under the Credit Agreement are guaranteed, pursuant to a Guarantee and Collateral Agreement dated as of February 7, 2019 by and among the Borrower, the guarantors and the lender’s collateral agent (the “Guarantee and Collateral Agreement”), by each direct and indirect wholly owned U.S. restricted subsidiary of the Borrower, subject to certain exceptions, and are secured by a perfected security interest in substantially all tangible and intangible assets of the Borrower and each subsidiary guarantor, including the capital stock of each direct material wholly owned U.S. restricted subsidiary owned by the Borrower and each subsidiary guarantor, and 65% of the capital stock of any non-U.S. subsidiary held directly by the Borrower or any subsidiary guarantor, subject to certain exceptions. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has warehouse facilities, office facilities, vehicles and equipment under non-cancelable operating leases with third parties. The leases have remaining lease terms of one year to eight years . Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The following table presents the lease-related assets and liabilities reported in the consolidated balance sheet as of March 31, 2019 : March 31, Dollars in millions Classification 2019 Assets Operating lease assets Operating lease right-of-use assets $ 62 Finance lease assets Property and equipment, net 1 Total lease assets $ 63 Liabilities Current Operating Accrued expenses, other $ 21 Finance Current maturities of long-term debt and other borrowings — Noncurrent Operating Other liabilities 43 Finance Long-term debt and other borrowings, net — Total lease liabilities $ 64 The following table presents information related to lease expense for the three months ended March 31, 2019 : Three months ended Dollars in millions March 31, 2019 Finance lease cost: Amortization of right-of-use asset $ — Interest on lease liabilities — Operating lease cost 6 Short-term lease cost — Variable lease cost — Total lease cost $ 6 The following table presents certain information related to lease terms and discount rates for leases as of March 31, 2019 : March 31, 2019 Weighted-average remaining lease term (in years): Operating leases 4.2 Finance leases 1.9 Weighted-average discount rate: Operating leases 5.1 % Finance leases 3.6 % The following table presents supplemental cash flow information related to leases for the three months ended March 31, 2019 : Three months ended Dollars in millions March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6 Operating cash flows from financing leases — Financing cash flows from finance leases — Right-of-use assets obtained in exchange for new operating lease liabilities 67 Right-of-use assets obtained in exchange for new finance lease liabilities 1 The following table reconciles future minimum lease payments on an undiscounted cash flow basis to the lease liabilities reported in the consolidated balance sheet as of March 31, 2019 : Dollars in millions Operating Leases Finance Leases 2019 (remaining 9 months) $ 17 $ 1 2020 18 — 2021 12 — 2022 8 — 2023 4 — Thereafter 7 — Total minimum lease payments $ 66 $ 1 Less - amount representing interest 5 — Present value of net minimum lease payments $ 61 $ 1 Less - current portion of operating lease obligation 20 1 Long-term operating lease obligation $ 41 $ — As of March 31, 2019 , we had additional operating leases which have not yet commenced, related to our new corporate headquarters and pharmacy, of $127.5 million . These operating leases are expected to commence in fiscal years 2019 and 2020 with lease terms of 13 to 20 years . |
Leases | Leases The Company has warehouse facilities, office facilities, vehicles and equipment under non-cancelable operating leases with third parties. The leases have remaining lease terms of one year to eight years . Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The following table presents the lease-related assets and liabilities reported in the consolidated balance sheet as of March 31, 2019 : March 31, Dollars in millions Classification 2019 Assets Operating lease assets Operating lease right-of-use assets $ 62 Finance lease assets Property and equipment, net 1 Total lease assets $ 63 Liabilities Current Operating Accrued expenses, other $ 21 Finance Current maturities of long-term debt and other borrowings — Noncurrent Operating Other liabilities 43 Finance Long-term debt and other borrowings, net — Total lease liabilities $ 64 The following table presents information related to lease expense for the three months ended March 31, 2019 : Three months ended Dollars in millions March 31, 2019 Finance lease cost: Amortization of right-of-use asset $ — Interest on lease liabilities — Operating lease cost 6 Short-term lease cost — Variable lease cost — Total lease cost $ 6 The following table presents certain information related to lease terms and discount rates for leases as of March 31, 2019 : March 31, 2019 Weighted-average remaining lease term (in years): Operating leases 4.2 Finance leases 1.9 Weighted-average discount rate: Operating leases 5.1 % Finance leases 3.6 % The following table presents supplemental cash flow information related to leases for the three months ended March 31, 2019 : Three months ended Dollars in millions March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6 Operating cash flows from financing leases — Financing cash flows from finance leases — Right-of-use assets obtained in exchange for new operating lease liabilities 67 Right-of-use assets obtained in exchange for new finance lease liabilities 1 The following table reconciles future minimum lease payments on an undiscounted cash flow basis to the lease liabilities reported in the consolidated balance sheet as of March 31, 2019 : Dollars in millions Operating Leases Finance Leases 2019 (remaining 9 months) $ 17 $ 1 2020 18 — 2021 12 — 2022 8 — 2023 4 — Thereafter 7 — Total minimum lease payments $ 66 $ 1 Less - amount representing interest 5 — Present value of net minimum lease payments $ 61 $ 1 Less - current portion of operating lease obligation 20 1 Long-term operating lease obligation $ 41 $ — As of March 31, 2019 , we had additional operating leases which have not yet commenced, related to our new corporate headquarters and pharmacy, of $127.5 million . These operating leases are expected to commence in fiscal years 2019 and 2020 with lease terms of 13 to 20 years . |
Segment Data
Segment Data | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | Segment Data In connection with the Separation and Merger, the Company made significant changes to its organizational management and reporting structure. As a result, the Company has revised its reportable segments to reflect how the chief operating decision maker (the chief executive officer) currently reviews financial information and makes operating decisions. This resulted in a change in the operating segments from (1) supply chain and (2) technology and value added services to (1) North America, (2) Europe and (3) APAC & Emerging Markets. While the historical business was focused on driving growth through specific product and service offerings to its customers, the Merger allowed for the integration of the different products and service offerings, along with prescription management, data analytics and insights through veterinary practice management software, into one multi-channel veterinary platform. The Company will be focused on delivering the integrated platform of products and services to its customers on a geographical basis. The tables below present information about the Company's reportable segments consistent with the management and measurement system utilized within the Company. The segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in determining how to allocate resources and evaluate performance. The tables reflect the segment recast for the prior-year period. Three Months Ended March 31, 2019 Dollars in millions North America Europe APAC & Emerging Markets Total Net sales $ 497 $ 361 $ 86 $ 944 Eliminations (3 ) Total net sales $ 941 Operating income 7 11 3 21 Operating income related to Corporate (30 ) Total operting income $ (9 ) Total assets 4,059 1,799 190 6,048 Eliminations (4,542 ) Total assets related to Corporate 2,763 Total assets $ 4,269 Three Months Ended March 31, 2018 Dollars in millions North America Europe APAC & Emerging Markets Total Net sales $ 480 $ 369 $ 98 $ 947 Operating income 29 12 4 45 Operating income related to Corporate (13 ) Total operting income $ 32 Total assets 1,326 780 192 $ 2,298 A reconciliation of operating income for reportable segments to the consolidated income before income taxes and equity earnings of affiliates is as follows: Three Months Ended Dollars in millions March 31, 2019 March 31, 2018 Operating income for reportable segments $ 21 $ 45 Adjustment for: Corporate and other expense, net (30 ) (13 ) Total operating income (9 ) 32 Other income, net (9 ) 2 Income before taxes and equity in earnings of affiliates $ (18 ) $ 34 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In connection with the Separation and Merger of the Animal Health Business with Vets First Choice, all outstanding restricted stock awards, restricted stock units and stock options were exchanged for economically equivalent awards of Covetrus. Restricted stock awards and units of 327,447 and stock options of 3,914,694 were issued in connection with the exchange. The Company issues options to purchase common stock, shares of restricted stock and restricted stock units under the Company’s 2019 Omnibus Incentive Compensation Plan (the “Plan”). The Plan provides for the grant of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights, other stock-based awards and cash awards. Awards issued under the Plan may not have a term greater than ten years from the date of grant and generally vest ratably over a three -year period. The Company utilizes the Black-Scholes option pricing model to determine the fair value of options granted and has elected the accrual method for recognizing compensation costs. The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. During the three months ended March 31, 2019 , the Company granted 376,283 restricted stock awards and units and 779,306 stock options with a weighted average fair value of $12.70 per share determined using the Black-Scholes option pricing model. For the three months ended March 31, 2019 , the Company recorded stock-based compensation expense of $15 million , in connection with stock-based payment awards. |
Business Overview and Signifi_2
Business Overview and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Business | The Merger with VFC was accounted for under the acquisition method of accounting for business combinations and the Company was considered the acquiring company per ASC 805 “Business Combinations.” Upon completion of the Merger, all VFC unvested stock option awards and restricted stock and restricted stock units owned by Henry Schein’s employees who transferred to Covetrus were exchanged with economically equivalent awards of Covetrus. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, as well as those of our wholly owned and majority owned subsidiaries from their respective dates of inception or acquisition. All significant intercompany transactions and balances are eliminated in consolidation. Investments in unconsolidated affiliates, which are greater than or equal to 20% and less than or equal to 50% owned or investments in unconsolidated affiliates of less than 20% in which the Company has the ability to influence the operating or financial decisions, are accounted for under the equity method. All prior period information is presented on a combined basis. The unaudited combined financial statements have been derived from the consolidated financial statements and accounting records of Henry Schein. The unaudited combined financial statements reflect the combined historical results of operations, financial position and cash flows of the Animal Health Business as they were historically managed in conformity with generally accepted accounting principles in the United States (“GAAP”). The unaudited combined financial statements include the accounts of the Animal Health Business and all of its controlled subsidiaries. Investments in unconsolidated affiliates, which are greater than or equal to 20% and less than or equal to 50% owned or investments in unconsolidated affiliates of less than 20% in which the Business has the ability to influence the operating or financial decisions, are accounted for under the equity method. All intracompany transactions have been eliminated. All intercompany transactions between the Animal Health Business and Henry Schein have been included in these unaudited combined financial statements and are considered to be effectively settled for cash in the unaudited combined financial statements at the time the transaction is recorded. The unaudited combined financial statements include expense allocations for: (i) certain corporate functions historically provided by Henry Schein, including accounting, legal, information services, planning, compliance, investor relations, administration and communication, and similar costs; (ii) employee benefits and incentives; and (iii) stock-based compensation. These expenses have been allocated to the Animal Health Business on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis of net sales, headcount or other measures of the Animal Health Business and Henry Schein. The Animal Health Business believes the bases on which the expenses have been allocated are a reasonable reflection of the utilization of services provided to, or the benefit received by, the Animal Health Business during the periods presented. The allocations may not, however, reflect the actual expenses that the Animal Health Business would have incurred as a stand alone company for the periods presented. Actual costs that may have been incurred if the Animal Health Business had been a stand alone company would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. Following the separation from Henry Schein, these functions have been performed using the Animal Health Business’ own resources or third-party service providers. For an interim period, however, some of these functions will continue to be provided by Henry Schein under transition services agreements, which are planned to extend for a period of up to 21 months following the closing. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete financial statements. The consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the consolidated results of operations and financial position for the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for any other interim period or for the year ending December 31, 2019 . These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 29, 2018 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include the Company's evaluation of doubtful accounts receivable, inventory reserves, customer returns, goodwill impairment, self-insurance reserves, supplier rebates, fair value of redeemable noncotrolling interests, stock-based compensation expense, purchase price allocations and intangible assets acquired. |
Fiscal Year | Fiscal Year During fiscal year 2018, the Company operated on a 52-53 week basis ending on the last Saturday of December. For fiscal year 2019, the Company adopted a last day of the calendar year accounting and operating cycle. The Company made this change on a prospective basis and did not adjust operating results for periods prior to 2019. |
Accounting Pronouncements Adopted and Recently Issued Accounting Standards | Accounting Pronouncements Adopted On January 1, 2019, the Company adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)", which introduces the balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The Company has adopted the new lease standard using the new transition option issued under the amendments in ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements", which allowed the Company to continue to apply the legacy guidance in Accounting Standards Codification ("ASC") 840, "Leases", in the comparative periods presented in the year of adoption. The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet. The Company will recognize those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The impact of the adoption was an increase to the Company’s operating lease assets and liabilities on January 1, 2019 of $67 million . See Note 12 for further information. In January 1, 2019, the Company adopted FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other” (Topic 350) (“ASU 2017-04”). ASU 2017-04 eliminates step two from the goodwill impairment test, thereby eliminating the requirement to calculate the implied fair value of a reporting unit. ASU 2017-04 will require the Company to perform an annual goodwill impairment test by comparing the fair value of the reporting units to the carrying value of those units. If the carrying value exceeds the fair value, the Company will be required to recognize an impairment charge; however, the impairment charge should not exceed the amount of goodwill allocated to such reporting unit. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. On January 1, 2019, the Company adopted FASB ASU No. 2018-02, “Treatment of Stranded Tax Effects in Accumulated Other Comprehensive Income Resulting From the Tax Cuts and Jobs Act of 2017”, which allows the reclassification from accumulated comprehensive income to retained earnings of the income tax effects resulting from the Tax Act. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. On January 1, 2019, the Company adopted FASB ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”), which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees. The adoption did not have a material impact on the Company's consolidated financial statements and related disclosures. Recently Issued Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this ASU. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures. |
Contract Balances | Contract Balances Contract balances represent amounts presented in the consolidated and combined balance sheets when either the Company has transferred goods or services to the customer or the customer has paid consideration to the Company under the contract. These contract balances include accounts receivable, contract assets and contract liabilities. Accounts Receivable The carrying amount of accounts receivable is reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that will not be collected. In addition to reviewing delinquent accounts receivable, the Company considers many factors in estimating its reserve, including historical data, experience, customer types, credit-worthiness and economic trends. From time to time, the Company adjusts its assumptions for anticipated changes in any of these or other factors expected to affect collectability. Contract Assets Contract assets include amounts related to any conditional right to consideration for work completed but not billed as of the reporting date and generally represent amounts owed to the Company by customers, but not yet billed. Contract assets are transferred to accounts receivable when the right becomes unconditional. Current contract assets are included in prepaid expenses and other and the non-current contract assets are included in investments and other within the consolidated and combined balance sheets. The contract assets primarily relate to the bundled arrangements for the sale of equipment and consumables and sales of term software licenses. Current and non-current contract asset balances as of March 31, 2019 and December 29, 2018 were not material. Contract Liabilities Contract liabilities are comprised of advance payments and deferred revenue amounts. Contract liabilities are transferred to revenue once the performance obligation has been satisfied. Current contract liabilities are included in accrued expenses-other and the non-current contract liabilities are included in other liabilities within the combined balance sheet. The contract liabilities primarily relate to advance payments from customers and upfront payments for service arrangements provided over time. |
Fair Value | The following section describes the valuation methodologies that the Company used to measure different financial instruments at fair value. Financial assets and liabilities The carrying amounts reported on the consolidated and combined balance sheets for cash and cash equivalents, accounts receivable, other receivables, accounts payable and other current liabilities approximate their fair value due to the short maturity of those instruments. Investments in affiliates There are no quoted market prices available for investments in affiliates; however, the Company believes the carrying amounts are a reasonable estimate of fair value. Long-term debt The Company's debts are Level 2 inputs in the fair value hierarchy. The carrying amount of the Term Loan Facility (see Note 11) approximates fair value, given its recent issuance and the underlying interest rate applied to such amounts outstanding is currently reset to market rate on a monthly basis. Derivative contracts The Company currently has no outstanding derivative contracts. Redeemable noncontrolling interests Some minority equity owners in certain of the Company's subsidiaries have the right, at certain times, to require the Company to acquire their ownership interest in those entities at fair value based on third-party valuations. The primary factor affecting the future value of redeemable noncontrolling interests is expected earnings and, if such earnings are not achieved, the value of the redeemable noncontrolling interests might be impacted. The noncontrolling interests subject to put options are adjusted to their estimated redemption amounts each reporting period with a corresponding adjustment to Additional paid-in capital. Future reductions in the carrying amounts are subject to a “floor” amount that is equal to the fair value of the redeemable noncontrolling interests at the time they were originally recorded. The recorded value of the redeemable noncontrolling interests cannot go below the floor level. The values for redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy. The details of the balances and changes in redeemable noncontrolling interests are presented in Note 7. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates the Company's revenue by segment: Three months ended Dollars in millions March 31, 2019 March 31, 2018 North America $ 497 $ 480 Europe 358 369 APAC & Emerging Markets 86 98 Total $ 941 $ 947 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date fair value of the consideration transferred consisted of the following (dollars in millions, except per share data): Total Covetrus shares issued to VFC shareholders 39,742,089 Per share price (in actuals)* $ 43.05 Total fair value of shares issued to VFC shareholders $ 1,711 Fair value of VFC replacement stock option awards attributable to pre-merger service 62 VFC debt repaid at close 24 VFC expenses paid at close 18 Less VFC cash used to fund transaction (9 ) Total consideration $ 1,806 *Closing price on February 7, 2019, Covetrus shares trading on a when-issued basis (Nasdaq: CVET) |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed: Dollars in millions Book value of net assets acquired $ 14 Goodwill 1,358 Intangible assets 545 Deferred tax liabilities (111 ) Total consideration $ 1,806 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents the results of our operations for the three months ended March 31, 2019 and 2018, as if the acquisition had occurred as of December 31, 2017. The unaudited pro forma results reflect certain adjustments for items that are not expected to have a continuing impact, such as adjustments for transaction costs incurred, management fees, and purchase accounting. The information presented below has been prepared for comparative purposes only and does not purport to be indicative of either future results of operations or the results of operations that would have actually occurred had the acquisition been consummated on December 31, 2017 (dollars in millions, except per share data): Three Months Ended March 31, 2019 2018 Net Sales $ 965 $ 992 Net income (loss) (24 ) (13 ) Net income (loss) attributable to Covetrus (23 ) (13 ) Net income per common share: basic $ (0.25 ) $ (0.19 ) Net income per common share: diluted $ (0.25 ) $ (0.19 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic Shares to Diluted Shares | The following is a reconciliation of basic shares to diluted shares (in thousands): March 31, March 31, 2019 2018 Basic shares 94,796 71,451 Effect of dilutive shares* — 522 Diluted shares 94,796 71,973 * Shares from share-based awards are not included for periods in which a net loss occurs because to do so would be anti-dilutive |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the goodwill balances by segment for the three months ended March 31, 2019 and for the year ended December 29, 2018 are as follows (dollars in millions): Balance Goodwill Foreign Currency Balance Segment 1/1/2019 Additions Adjustments 3/31/2019 North America $ 537 $ 1,314 $ — $ 1,851 Europe 165 28 (3 ) 190 APAC & Emerging Markets 48 16 — 64 Total $ 750 $ 1,358 $ (3 ) $ 2,105 Balance Goodwill Foreign Currency Balance Segment 12/31/2017 Additions Adjustments 12/29/2018 North America* $ 536 $ 2 $ (1 ) $ 537 Europe* 175 1 (11 ) 165 APAC & Emerging Markets* 49 — (1 ) 48 Total $ 760 $ 3 $ (13 ) $ 750 * Recast to conform to 2019 presentation. |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | The components of the change in the redeemable noncontrolling interests for the three months ended March 31, 2019 and the year ended December 29, 2018 are presented in the following table: March 31, December 29, Dollars in millions 2019 2018 Balance, beginning of period $ 92 $ 367 Decrease in redeemable noncontrolling interests due to redemptions (70 ) (383 ) Increase in redeemable noncontrolling interests due to business acquisitions — 6 Net income attributable to redeemable noncontrolling interests (1 ) 7 Dividends paid — (10 ) Effect of foreign currency translation loss attributable to redeemable noncontrolling interests — (2 ) Change in fair value of redeemable securities (4 ) 107 Balance, end of period $ 17 $ 92 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table summarizes the accumulated other comprehensive loss, net of applicable taxes, as of: March 31, December 29, Dollars in millions 2019 2018 Attributable to redeemable noncontrolling interests: Foreign currency translation adjustment $ 1 $ 1 Attributable to the Company: Foreign currency translation loss (82 ) (83 ) Accumulated other comprehensive loss (82 ) (83 ) Total accumulated other comprehensive loss $ (81 ) $ (82 ) |
Comprehensive Income | The following table summarizes the components of total comprehensive income, net of applicable taxes, as follows: Three Months Ended March 31, March 31, Dollars in millions 2019 2018 Comprehensive income attributable to Covetrus $ (12 ) $ 34 Comprehensive income attributable to redeemable noncontrolling interests (1 ) 6 Comprehensive income $ (13 ) $ 40 The following table summarizes the components of comprehensive income, net of applicable taxes, as follows: Three Months Ended March 31, March 31, Dollars in millions 2019 2018 Net income $ (14 ) $ 28 Foreign currency translation gain (loss) 1 12 Tax effect — — Foreign currency translation gain (loss) 1 12 Comprehensive income $ (13 ) $ 40 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Balance Sheet Information | The following table presents certain information related to lease terms and discount rates for leases as of March 31, 2019 : March 31, 2019 Weighted-average remaining lease term (in years): Operating leases 4.2 Finance leases 1.9 Weighted-average discount rate: Operating leases 5.1 % Finance leases 3.6 % The following table presents the lease-related assets and liabilities reported in the consolidated balance sheet as of March 31, 2019 : March 31, Dollars in millions Classification 2019 Assets Operating lease assets Operating lease right-of-use assets $ 62 Finance lease assets Property and equipment, net 1 Total lease assets $ 63 Liabilities Current Operating Accrued expenses, other $ 21 Finance Current maturities of long-term debt and other borrowings — Noncurrent Operating Other liabilities 43 Finance Long-term debt and other borrowings, net — Total lease liabilities $ 64 |
Lease Cost | The following table presents supplemental cash flow information related to leases for the three months ended March 31, 2019 : Three months ended Dollars in millions March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6 Operating cash flows from financing leases — Financing cash flows from finance leases — Right-of-use assets obtained in exchange for new operating lease liabilities 67 Right-of-use assets obtained in exchange for new finance lease liabilities 1 The following table presents information related to lease expense for the three months ended March 31, 2019 : Three months ended Dollars in millions March 31, 2019 Finance lease cost: Amortization of right-of-use asset $ — Interest on lease liabilities — Operating lease cost 6 Short-term lease cost — Variable lease cost — Total lease cost $ 6 |
Finance Lease Maturities | The following table reconciles future minimum lease payments on an undiscounted cash flow basis to the lease liabilities reported in the consolidated balance sheet as of March 31, 2019 : Dollars in millions Operating Leases Finance Leases 2019 (remaining 9 months) $ 17 $ 1 2020 18 — 2021 12 — 2022 8 — 2023 4 — Thereafter 7 — Total minimum lease payments $ 66 $ 1 Less - amount representing interest 5 — Present value of net minimum lease payments $ 61 $ 1 Less - current portion of operating lease obligation 20 1 Long-term operating lease obligation $ 41 $ — |
Operating Lease Maturities | The following table reconciles future minimum lease payments on an undiscounted cash flow basis to the lease liabilities reported in the consolidated balance sheet as of March 31, 2019 : Dollars in millions Operating Leases Finance Leases 2019 (remaining 9 months) $ 17 $ 1 2020 18 — 2021 12 — 2022 8 — 2023 4 — Thereafter 7 — Total minimum lease payments $ 66 $ 1 Less - amount representing interest 5 — Present value of net minimum lease payments $ 61 $ 1 Less - current portion of operating lease obligation 20 1 Long-term operating lease obligation $ 41 $ — |
Segment Data (Tables)
Segment Data (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The tables below present information about the Company's reportable segments consistent with the management and measurement system utilized within the Company. The segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in determining how to allocate resources and evaluate performance. The tables reflect the segment recast for the prior-year period. Three Months Ended March 31, 2019 Dollars in millions North America Europe APAC & Emerging Markets Total Net sales $ 497 $ 361 $ 86 $ 944 Eliminations (3 ) Total net sales $ 941 Operating income 7 11 3 21 Operating income related to Corporate (30 ) Total operting income $ (9 ) Total assets 4,059 1,799 190 6,048 Eliminations (4,542 ) Total assets related to Corporate 2,763 Total assets $ 4,269 Three Months Ended March 31, 2018 Dollars in millions North America Europe APAC & Emerging Markets Total Net sales $ 480 $ 369 $ 98 $ 947 Operating income 29 12 4 45 Operating income related to Corporate (13 ) Total operting income $ 32 Total assets 1,326 780 192 $ 2,298 |
Reconciliation of Operating Income for Reportable Segments | A reconciliation of operating income for reportable segments to the consolidated income before income taxes and equity earnings of affiliates is as follows: Three Months Ended Dollars in millions March 31, 2019 March 31, 2018 Operating income for reportable segments $ 21 $ 45 Adjustment for: Corporate and other expense, net (30 ) (13 ) Total operating income (9 ) 32 Other income, net (9 ) 2 Income before taxes and equity in earnings of affiliates $ (18 ) $ 34 |
Business Overview and Signifi_3
Business Overview and Significant Accounting Policies (Details) - USD ($) $ in Millions | Feb. 07, 2019 | Mar. 31, 2019 | Jan. 01, 2019 |
Business Acquisition [Line Items] | |||
Operating lease assets | $ 62 | ||
Operating lease liabilities | $ 61 | ||
VFC | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 1,806 | ||
Percentage ownership, noncontrolling interest | 37.00% | ||
ASU 2016-02 | |||
Business Acquisition [Line Items] | |||
Operating lease assets | $ 67 | ||
Operating lease liabilities | $ 67 | ||
Henry Schein | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 73 | ||
Percentage ownership, parent | 63.00% | ||
Share Sale Investors | |||
Business Acquisition [Line Items] | |||
Issuance of common shares in connection with the Merger | $ 361 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 941 | $ 947 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 497 | 480 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 358 | 369 |
APAC & Emerging Markets | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 86 | $ 98 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 29, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Current contract liabilities | $ 19 | $ 18 |
Business Acquisitions - Conside
Business Acquisitions - Consideration Transferred (Details) - VFC $ / shares in Units, $ in Millions | Feb. 07, 2019USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Total Covetrus shares issued to VFC shareholders (in shares) | shares | 39,742,089 |
Per share price (in actuals) (in usd per share) | $ / shares | $ 43.05 |
Total fair value of shares issued to VFC shareholders | $ 1,711 |
Fair value of VFC replacement stock option awards attributable to pre-merger service | 62 |
VFC debt repaid at close | 24 |
VFC expenses paid at close | 18 |
Less VFC cash used to fund transaction | (9) |
Total consideration | $ 1,806 |
Business Acquisitions - Summary
Business Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Feb. 07, 2019 | Dec. 29, 2018 | Dec. 30, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,105 | $ 750 | $ 760 | |
VFC | ||||
Business Acquisition [Line Items] | ||||
Book value of net assets acquired | $ 14 | |||
Goodwill | 1,358 | |||
Intangible assets | 545 | |||
Deferred tax liabilities | (111) | |||
Total consideration | $ 1,806 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) - VFC - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Feb. 07, 2019 | |
Business Acquisition [Line Items] | ||
Other intangible assets | $ 545 | |
Weighted average amortization period | 7 years | |
Trademarks and Trade Names | ||
Business Acquisition [Line Items] | ||
Other intangible assets | 20 | |
Product Formulas | ||
Business Acquisition [Line Items] | ||
Other intangible assets | 50 | |
Customer Relationships | ||
Business Acquisition [Line Items] | ||
Other intangible assets | 125 | |
Developed Technology | ||
Business Acquisition [Line Items] | ||
Other intangible assets | $ 350 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Information (Details) - VFC - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||
Net Sales | $ 965 | $ 992 |
Net income (loss) | (24) | (13) |
Net income (loss) attributable to Covetrus | $ (23) | $ (13) |
Net income per common share: basic (in usd per share) | $ (0.25) | $ (0.19) |
Net income per common share: diluted (in usd per share) | $ (0.25) | $ (0.19) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Thousands | Feb. 07, 2019 | Feb. 06, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Diluted common share equivalents for restricted stock (in shares) | 1,000 | 0 | 522 | |
Henry Schein | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares distributed to stockholders (in shares) | 71,000 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic Shares to Diluted Shares (Details) - shares shares in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 06, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Basic shares (in shares) | 94,796 | 71,451 | |
Effect of dilutive shares (in shares) | 1,000 | 0 | 522 |
Diluted shares (in shares) | 94,796 | 71,973 |
Goodwill - Goodwill Rollforward
Goodwill - Goodwill Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 29, 2018 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 750 | $ 760 |
Goodwill Additions | 1,358 | 3 |
Foreign Currency Adjustments | (3) | (13) |
Ending Balance | 2,105 | 750 |
North America | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 537 | 536 |
Goodwill Additions | 1,314 | 2 |
Foreign Currency Adjustments | 0 | (1) |
Ending Balance | 1,851 | 537 |
Europe | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 165 | 175 |
Goodwill Additions | 28 | 1 |
Foreign Currency Adjustments | (3) | (11) |
Ending Balance | 190 | 165 |
APAC & Emerging Markets | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 48 | 49 |
Goodwill Additions | 16 | 0 |
Foreign Currency Adjustments | 0 | (1) |
Ending Balance | $ 64 | $ 48 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 29, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment loss | $ 0 | $ 0 |
Accumulated impairment loss | $ 0 | $ 0 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests - Summary of Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 29, 2018 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Balance, beginning of period | $ 92 | $ 367 |
Decrease in redeemable noncontrolling interests due to redemptions | (70) | (383) |
Increase in redeemable noncontrolling interests due to business acquisitions | 0 | 6 |
Net income attributable to redeemable noncontrolling interests | (1) | 7 |
Dividends paid | 0 | (10) |
Effect of foreign currency translation loss attributable to redeemable noncontrolling interests | 0 | (2) |
Change in fair value of redeemable securities | (4) | 107 |
Balance, end of period | $ 17 | $ 92 |
Comprehensive Income - Componen
Comprehensive Income - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Mar. 31, 2019 | Dec. 29, 2018 |
Foreign currency translation adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Loss | $ 1 | $ 1 |
Accumulated Other Comprehensive Income/(Loss) | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Loss | (82) | (83) |
Foreign currency translation loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Loss | (82) | (83) |
Total accumulated other comprehensive loss | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Accumulated Other Comprehensive Loss | $ (81) | $ (82) |
Comprehensive Income - Compon_2
Comprehensive Income - Components of Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Equity [Abstract] | |||
Net income | $ (14) | [1] | $ 28 |
Foreign currency translation gain (loss) | 1 | 12 | |
Tax effect | 0 | 0 | |
Foreign currency translation gain (loss) | 1 | 12 | |
Comprehensive income | (13) | 40 | |
Comprehensive income (loss) attributable to Covetrus, Inc. | (12) | 34 | |
Comprehensive income attributable to redeemable noncontrolling interests | $ (1) | $ 6 | |
[1] | Net income earned from January 1, 2019 thru February 7, 2019 is attributed to the former parent as it was the sole shareholder prior to February 7, 2019. |
Comprehensive Income - Narrativ
Comprehensive Income - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Foreign currency translation gain (loss) | $ 1 | $ 12 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ (4) | $ 6 |
Effective tax rate | 23.40% | 18.20% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | Feb. 07, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2020 |
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs | $ 24 | $ 0 | ||||
Accretion of debt issue costs | $ 12 | $ 1 | ||||
Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Credit facility term | 5 years | |||||
Debt issuance costs | $ 24 | |||||
Permitted deduction in calculation | $ 125 | |||||
Required net interest coverage ratio | 3 | |||||
Accretion of debt issue costs | $ 8 | |||||
Collateral percentage | 65.00% | |||||
Credit Agreement | Term Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 1,200 | |||||
Credit Agreement | Revolving Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 300 | |||||
Remaining borrowing capacity | $ 300 | |||||
Potential increases in borrowing capacity | $ 265 | |||||
Required senior secured leverage ratio | 3.25 | |||||
Credit Agreement | Forecast | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.30% | |||||
Credit Agreement | Forecast | Term Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Quarterly installment payments (as a percent of principal) | 5.00% | |||||
Credit Agreement | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate floor | 0.00% | |||||
Credit Agreement | LIBOR | Forecast | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Credit Agreement | Alternate Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate floor | 1.00% | |||||
Credit Agreement | Alternate Base Rate | Forecast | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Credit Agreement | Minimum | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.175% | |||||
Credit Agreement | Minimum | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Credit Agreement | Minimum | Alternate Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 0.25% | |||||
Credit Agreement | Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Unused capacity, commitment fee percentage | 0.35% | |||||
Credit Agreement | Maximum | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 2.25% | |||||
Credit Agreement | Maximum | Alternate Base Rate | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
April 1, 2019 | Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Required leverage ratio | 5.50 | |||||
2022 | Credit Agreement | ||||||
Line of Credit Facility [Line Items] | ||||||
Required leverage ratio | 3.75 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet (Details) $ in Millions | Mar. 31, 2019USD ($) |
Assets | |
Operating lease assets | $ 62 |
Finance lease assets | 1 |
Total lease assets | 63 |
Current | |
Operating | 21 |
Finance | 0 |
Noncurrent | |
Operating | 43 |
Finance | 0 |
Total lease liabilities | $ 64 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of right-of-use asset | $ 0 |
Interest on lease liabilities | 0 |
Operating lease cost | 6 |
Short-term lease cost | 0 |
Variable lease cost | 0 |
Total lease cost | $ 6 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Information (Details) | Mar. 31, 2019 |
Weighted-average remaining lease term (in years): | |
Operating leases | 4 years 2 months 12 days |
Finance leases | 1 year 10 months 24 days |
Weighted-average discount rate: | |
Operating leases | 5.10% |
Finance leases | 3.60% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 6 |
Operating cash flows from financing leases | 0 |
Financing cash flows from finance leases | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 67 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 1 |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) $ in Millions | Mar. 31, 2019USD ($) |
Operating Leases | |
2019 (remaining 9 months) | $ 17 |
2020 | 18 |
2021 | 12 |
2022 | 8 |
2023 | 4 |
Thereafter | 7 |
Total minimum lease payments | 66 |
Less - amount representing interest | 5 |
Present value of net minimum lease payments | 61 |
Less - current portion of operating lease obligation | 20 |
Long-term operating lease obligation | 41 |
Finance Leases | |
2019 (remaining 9 months) | 1 |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | 1 |
Less - amount representing interest | 0 |
Present value of net minimum lease payments | 1 |
Less - current portion of operating lease obligation | 1 |
Long-term operating lease obligation | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Leases not yet commenced | $ 127.5 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Remaining Lease Term | 1 year |
Leases not yet commenced, term | 13 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Remaining Lease Term | 8 years |
Leases not yet commenced, term | 20 years |
Segment Data - Operating Result
Segment Data - Operating Results by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 29, 2018 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 941 | $ 947 | |
Operating income (expense) | (9) | 32 | |
Total assets | 4,269 | $ 2,233 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Net sales | 944 | 947 | |
Operating income (expense) | 21 | 45 | |
Total assets | 6,048 | 2,298 | |
Operating Segments | North America | |||
Segment Reporting Information [Line Items] | |||
Net sales | 497 | 480 | |
Operating income (expense) | 7 | 29 | |
Total assets | 4,059 | 1,326 | |
Operating Segments | Europe | |||
Segment Reporting Information [Line Items] | |||
Net sales | 361 | 369 | |
Operating income (expense) | 11 | 12 | |
Total assets | 1,799 | 780 | |
Operating Segments | APAC & Emerging Markets | |||
Segment Reporting Information [Line Items] | |||
Net sales | 86 | 98 | |
Operating income (expense) | 3 | 4 | |
Total assets | 190 | 192 | |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | (3) | ||
Total assets | (4,542) | ||
Corporate | |||
Segment Reporting Information [Line Items] | |||
Operating income (expense) | (30) | $ (13) | |
Total assets | $ 2,763 |
Segment Data - Reconciliation o
Segment Data - Reconciliation of Operating Results (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total operating income | $ (9) | $ 32 |
Other income, net | (9) | 2 |
Income (expense) before taxes and equity in earnings of affiliates | (18) | 34 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total operating income | 21 | 45 |
Corporate | ||
Segment Reporting Information [Line Items] | ||
Total operating income | $ (30) | $ (13) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 07, 2019 | Mar. 31, 2019 |
Share-based Payment Arrangement, Disclosure [Abstract] | ||
Restricted stock granted (in shares) | 327,447 | 376,283 |
Options granted (in shares) | 3,914,694 | 779,306 |
Expiration period | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Weighted average grant date fair value (in usd per share) | $ 12.70 | |
Share-based compensation expense | $ 15 |
Uncategorized Items - cvet-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,000,000 |
Net Parent Investment [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 2,000,000 |