Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - EDGEWELL PERSONAL CARE Co | c64674exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 16, 2011
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Missouri (State or other jurisdiction of incorporation) |
1-15401 (Commission File Number) |
43-1863181 (IRS Employer Identification Number) |
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of principal executive offices)
St. Louis, Missouri 63141
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01. Regulation FD Disclosure
The following sets forth supplemental historical financial information. Such financial information
provided below should be read in conjunction with and is qualified in its entirety by reference to
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the
consolidated financial statements and the related notes contained in the Company’s Annual Report on
Form 10-K for the year ended September 30, 2010 and Quarterly Reports on Form 10-Q for the quarters
ended December 31, 2010 and March 31, 2011.
The non-GAAP information set forth below is reconciled to the most directly comparable GAAP
financial measure as required by Regulation G.
| LTM | ||||||||||||||||||||||||||||||||||||||||
| FY2002 | FY2003 | FY2004 | FY2005 | FY2006 | FY2007 | FY2008 | FY2009 | FY2010 | 31-Mar-2011 | |||||||||||||||||||||||||||||||
Net Earnings |
$ | 186.4 | $ | 169.9 | $ | 261.0 | $ | 280.7 | $ | 260.9 | $ | 321.4 | $ | 329.3 | $ | 297.8 | $ | 403.0 | $ | 338.3 | ||||||||||||||||||||
Income Taxes |
92.0 | 67.7 | 86.8 | 108.0 | 95.7 | 112.8 | 143.9 | 147.5 | 140.4 | 101.8 | ||||||||||||||||||||||||||||||
Interest
& Other Financing Items |
21.2 | 43.9 | 32.8 | 50.1 | 79.2 | 76.7 | 192.0 | 165.7 | 133.5 | 120.4 | ||||||||||||||||||||||||||||||
Venezuela Develuation1 |
— | — | — | — | — | — | — | — | 18.3 | (4.6 | ) | |||||||||||||||||||||||||||||
Restructuring & Related Charges2 |
10.3 | 0.2 | 20.4 | 5.7 | 37.4 | 18.2 | 3.2 | 47.4 | 7.8 | 41.2 | ||||||||||||||||||||||||||||||
Acquisition Integration Costs |
— | — | 17.9 | 3.4 | — | — | 17.9 | 4.8 | 3.0 | 10.6 | ||||||||||||||||||||||||||||||
Acquisition Inventory Valuation |
— | 89.7 | — | — | — | — | 27.5 | 3.7 | — | 7.0 | ||||||||||||||||||||||||||||||
Other One-Time Items3 |
15.0 | 20.0 | — | — | 4.5 | — | — | (24.1 | ) | — | — | |||||||||||||||||||||||||||||
Gain on Sale/IP Income4 |
(6.3 | ) | (14.2 | ) | (1.5 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Stock-based Compensation5 |
2.6 | 1.9 | 13.0 | 14.3 | 16.0 | 25.3 | 26.4 | 15.3 | 28.2 | 31.3 | ||||||||||||||||||||||||||||||
Adjusted EBIT |
$ | 321.2 | $ | 379.1 | $ | 430.4 | $ | 462.2 | $ | 493.7 | $ | 554.4 | $ | 740.2 | $ | 658.1 | $ | 734.2 | $ | 646.0 | ||||||||||||||||||||
Depreciation and Amortization |
57.4 | 83.2 | 115.8 | 116.3 | 117.5 | 115.0 | 141.3 | 130.4 | 139.2 | 155.0 | ||||||||||||||||||||||||||||||
Adjusted EBITDA |
$ | 378.6 | $ | 462.3 | $ | 546.2 | $ | 578.5 | $ | 611.2 | $ | 669.4 | $ | 881.5 | $ | 788.5 | $ | 873.4 | $ | 801.0 | ||||||||||||||||||||
| (1) | Devaluation of Venezuelan currency accounted for through FX gains / (losses) in Other Financing Costs; | |
| (2) | Includes provisions for realignment and related costs, restructuring costs and “Voluntary Employee Retirement Option” (VERO)/workforce reduction initiative; | |
| (3) | Other One-Time Items includes accounts receivable write-down from a customer bankruptcy in FY2002, early debt payoff penalty in FY2003, charge for change in statutory pension accounting in foreign subsidiary in FY2006 and benefit from change in employee “Paid Time Off” (PTO) vesting policy in FY2009; | |
| (4) | IP income in FY2003 and FY2004 related to licensing of certain intellectual property rights to third parties; | |
| (5) | Accounting for stock-based compensation expense based on APB25 in FY2002 and FY2003 and based on SFAS123/123R thereafter. |
While the Company reports financial results in accordance with accounting principles generally
accepted in the U.S. (“GAAP”), this presentation includes non-GAAP measures. These non-GAAP
measures, including but not limited to Adjusted EBIT and Adjusted
EBITDA, are not in accordance with, nor are they a substitute for, GAAP measures. The Company believes
these non-GAAP measures provide a more meaningful comparison to the corresponding reported period
and assist investors in performing analysis consistent with financial models developed by research
analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or
superior to, the comparable GAAP measures.
The information included in this Item 7.01 shall be deemed to be “furnished” and shall not be
deemed to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
On May 16, 2011, the Company issued a press release, attached hereto as Exhibit 99.1 and
incorporated herein by reference, announcing its intention to offer $600 million in aggregate
principal amount of senior notes due 2021 (the “Notes”) in a private placement, subject to market
and other conditions. The Notes will be guaranteed on a senior unsecured basis by each of its
subsidiaries that are guarantors of any of the Company’s credit agreements or other
indebtedness for borrowed money. The net proceeds of the offering are expected to be used for the
repayment of approximately $575 million of indebtedness and for general corporate purposes.
The information contained in this Item 8.01 is neither an offer to sell nor a solicitation of an
offer to buy any of the Notes. The Notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”)
and outside the United States to non-United States persons in compliance with Regulation S under
the Securities Act. The Notes to be offered will not be registered under the Securities Act or
applicable state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| ENERGIZER HOLDINGS, INC. |
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| By: | /s/ Daniel J. Sescleifer | |||
| Daniel J. Sescleifer | ||||
| Executive Vice President and Chief Financial Officer |
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Dated: May 16, 2011
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Press Release dated May 16, 2011. |