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EX-99.4 - EX-99.4 - CHURCH & DWIGHT CO INC /DE/chd-ex994_9.htm
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EX-23.1 - EX-23.1 - CHURCH & DWIGHT CO INC /DE/chd-ex231_6.htm
8-K/A - 8-K/A - CHURCH & DWIGHT CO INC /DE/chd-8ka_20170807.htm

EXHIBIT 99.3

 

 

 

 

 

 

 

 

PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Financial Statements

July 2, 2017

 

 

 

 

 

 

 

 

 

 

 

1


PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Balance Sheets

July 2, 2017 and October 2, 2016

(in thousands, except share and per share amounts)

 

Assets

July 2, 2017

 

 

October 2, 2016

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

   Cash and cash equivalents

$

10,977

 

 

$

7,350

 

Accounts receivable, net of allowance for doubtful accounts of $210 and $150

   at July 2, 2017 and October 2, 2016, respectively

 

39,935

 

 

 

45,952

 

   Inventories, net

 

37,391

 

 

 

32,599

 

   Refundable income taxes

 

 

 

 

1,482

 

   Prepaid insurance

 

342

 

 

 

703

 

   Other current assets

 

2,413

 

 

 

1,602

 

            Total current assets

 

91,058

 

 

 

89,688

 

Property, plant, and equipment, net

 

23,271

 

 

 

21,774

 

Goodwill

 

215,363

 

 

 

215,363

 

Intangible assets and other assets, net

 

197,341

 

 

 

206,251

 

            Total assets

$

527,033

 

 

$

533,076

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

   Accounts payable

$

20,048

 

 

$

18,844

 

   Accrued income taxes

 

111

 

 

 

81

 

   Payable to predecessor

 

7

 

 

 

1,516

 

   Accrued liabilities

 

12,135

 

 

 

16,436

 

            Total current liabilities

 

32,301

 

 

 

36,877

 

 

 

 

 

 

 

 

 

Long-term debt (net of debt issuance and original issue discount costs

   combined of $7,361 and $9,198 at July 2, 2017 and October 2, 2016,

   respectively)

 

339,407

 

 

 

357,570

 

Deferred income taxes

 

69,324

 

 

 

71,355

 

Payable to predecessor - net of current portion

 

1,684

 

 

 

1,684

 

            Total liabilities

 

442,716

 

 

 

467,486

 

Stockholders’ equity:

 

 

 

 

 

 

 

   Common stock, $0.01 par value. Authorized 250,000 shares; issued and

      outstanding, 138,001 shares at July 2, 2017 and October 2, 2016,

      respectively

 

1

 

 

 

1

 

   Additional paid-in capital

 

142,056

 

 

 

141,212

 

   Accumulated deficit

 

(57,495

)

 

 

(75,409

)

   Accumulated other comprehensive loss

 

(245

)

 

 

(214

)

            Total stockholders’ equity

 

84,317

 

 

 

65,590

 

            Total liabilities and stockholders’ equity

$

527,033

 

 

$

533,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited)

 

 

2


PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(in thousands)

 

 

For the Quarter Ending

July 2,

2017

 

 

For the Quarter Ending

June 26,

2016

 

 

 

 

 

 

 

 

 

Sales

$

61,602

 

 

$

56,463

 

Cost of sales

 

31,463

 

 

 

29,150

 

            Gross profit

 

30,139

 

 

 

27,313

 

Operating expenses:

 

 

 

 

 

 

 

   Selling expenses

 

8,761

 

 

 

7,415

 

   General and administrative expenses

 

2,715

 

 

 

2,560

 

   Research and development expenses

 

2,035

 

 

 

2,008

 

   Amortization of intangibles

 

2,968

 

 

 

2,968

 

            Total operating expenses

 

16,479

 

 

 

14,951

 

            Operating profit

 

13,660

 

 

 

12,362

 

Other expense:

 

 

 

 

 

 

 

   Interest expense

 

6,880

 

 

 

7,098

 

   Transaction costs

 

145

 

 

 

422

 

   Other

 

(24

)

 

 

9

 

            Total other expense

 

7,001

 

 

 

7,529

 

            Income before income taxes

 

6,659

 

 

 

4,833

 

Income tax expense

 

2,563

 

 

 

1,893

 

            Net income

$

4,096

 

 

$

2,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited)

 

 

 

3


PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Income

(in thousands)

 

 

For the Three Quarters Ending

July 2,

2017

 

 

For the Three Quarters Ending

June 26,

2016

 

 

 

 

 

 

 

 

 

Sales

$

200,740

 

 

$

176,724

 

Cost of sales

 

102,322

 

 

 

92,441

 

            Gross profit

 

98,418

 

 

 

84,283

 

Operating expenses:

 

 

 

 

 

 

 

   Selling expenses

 

25,559

 

 

 

21,998

 

   General and administrative expenses

 

7,989

 

 

 

7,340

 

   Research and development expenses

 

5,948

 

 

 

5,514

 

   Amortization of intangibles

 

8,905

 

 

 

8,905

 

            Total operating expenses

 

48,401

 

 

 

43,757

 

            Operating profit

 

50,017

 

 

 

40,526

 

Other expense:

 

 

 

 

 

 

 

   Interest expense

 

20,864

 

 

 

21,628

 

   Transaction costs

 

283

 

 

 

1,090

 

   Other

 

(50

)

 

 

216

 

            Total other expense

 

21,097

 

 

 

22,934

 

            Income before income taxes

 

28,920

 

 

 

17,592

 

Income tax expense

 

11,006

 

 

 

6,788

 

            Net income

$

17,914

 

 

$

10,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited)

 

 

 

 

4


PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(in thousands)

 

 

For the Quarter

Ending July 2,

2017

 

 

For the Quarter Ending June 26,

2016

 

 

 

 

 

 

 

 

 

Net income

$

4,096

 

 

$

2,940

 

Other comprehensive income, net of tax – translation adjustment

 

47

 

 

 

16

 

            Total comprehensive income

$

4,143

 

 

$

2,956

 

 

 

For the Three Quarters Ending July 2,

2017

 

 

For the Three Quarters Ending June 26,

2016

 

 

 

 

 

 

 

 

 

Net income

$

17,914

 

 

$

10,804

 

Other comprehensive loss, net of tax – translation adjustment

 

(31

)

 

 

(79

)

            Total comprehensive income

$

17,883

 

 

$

10,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited)

 

 

 

5


PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

 

Common

stock

shares

 

 

Amount

 

 

Additional

paid-in

capital

 

 

Retained

earnings

(accumulated

deficit)

 

 

Accumulated

other

comprehensive

loss

 

 

Total

stockholders’

equity

 

Balance, September 27, 2015

 

138,001

 

 

$

1

 

 

$

140,236

 

 

$

(91,762

)

 

$

(49

)

 

$

48,426

 

Net income

 

 

 

 

 

 

 

 

 

 

10,804

 

 

 

 

 

 

10,804

 

Foreign currency

   translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

(79

)

 

 

(79

)

Compensation cost

   associated with stock

   option awards

 

 

 

 

 

 

 

803

 

 

 

 

 

 

 

 

 

803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 26, 2016

 

138,001

 

 

$

1

 

 

$

141,039

 

 

$

(80,958

)

 

$

(128

)

 

$

59,954

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 2, 2016

 

138,001

 

 

$

1

 

 

$

141,212

 

 

$

(75,409

)

 

$

(214

)

 

$

65,590

 

Net income

 

 

 

 

 

 

 

 

 

 

17,914

 

 

 

 

 

 

17,914

 

Foreign currency

   translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

(31

)

 

 

(31

)

Compensation cost

   associated with stock

   option awards

 

 

 

 

 

 

 

844

 

 

 

 

 

 

 

 

 

844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 2, 2017

 

138,001

 

 

$

1

 

 

$

142,056

 

 

$

(57,495

)

 

$

(245

)

 

$

84,317

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited)

 

 

 

6


PIK HOLDINGS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

 

 

 

For the Three Quarters Ending July 2,

2017

 

 

For the Three Quarters Ending June 26,

2016

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

   Net income

 

$

17,914

 

 

$

10,804

 

   Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

         Depreciation and amortization

 

 

12,302

 

 

 

12,159

 

         Amortization of debt issuance costs

 

 

1,024

 

 

 

1,036

 

         Accretion of original issue discount costs

 

 

814

 

 

 

823

 

         Deferred tax benefit

 

 

(2,031

)

 

 

(3,170

)

         Compensation cost associated with stock option awards

 

 

844

 

 

 

803

 

         Other

 

 

8

 

 

 

143

 

         Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

               Accounts receivable

 

 

6,017

 

 

 

1,358

 

               Inventories

 

 

(4,792

)

 

 

(7,681

)

               Refundable income taxes

 

 

1,482

 

 

 

0

 

               Prepaid insurance

 

 

361

 

 

 

704

 

               Other current assets

 

 

(811

)

 

 

(1,859

)

               Accounts payable

 

 

1,204

 

 

 

1,925

 

               Accrued income taxes

 

 

30

 

 

 

2,908

 

               Payable to predecessor, net of revaluation

 

 

(1,509

)

 

 

(3,060

)

               Accrued liabilities

 

 

(4,301

)

 

 

4,393

 

                     Net cash provided by operating activities

 

 

28,556

 

 

 

21,286

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

   Acquisition of property, plant and equipment

 

 

(4,903

)

 

 

(3,728

)

   Proceeds from the disposition and sale of equipment

 

 

5

 

 

 

10

 

                     Net cash used in investing activities

 

 

(4,898

)

 

 

(3,718

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

   Principal payments on long-term debt

 

 

(20,000

)

 

 

(22,000

)

                     Net cash used in financing activities

 

 

(20,000

)

 

 

(22,000

)

Effect of exchange rate changes

 

 

(31

)

 

 

(79

)

                     Increase (decrease) in cash and cash equivalents

 

 

3,627

 

 

 

(4,511

)

Cash and cash equivalents at beginning of period

 

 

7,350

 

 

 

13,636

 

Cash and cash equivalents at end of period

 

$

10,977

 

 

$

9,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements (unaudited)

 

 

 

 

 

 

 

 

 

 

7


 

 

(1)

Description of Business

Pik Holdings, Inc., a Delaware corporation, (and its subsidiaries collectively referred to as Company) was incorporated May 13, 2013 in anticipation of the purchase of 100% of the capital stock of EGWP Acquisition Corp., a Delaware corporation, and its subsidiaries. The acquisition occurred on July 8, 2013 (Acquisition). The primary operating entity and a wholly owned subsidiary of the Company is Water Pik, Inc. The Company is a leader in designing, manufacturing, and marketing personal healthcare products, including consumer and professional oral healthcare products and showerheads. The Company’s personal healthcare products are sold through a variety of channels, including home centers, mass merchandisers, drug store chains, specialty retailers, dental professionals, online and television.

Pik Holdings, Inc. does not have material activities, assets, or liabilities other than those of Water Pik, Inc.

(2)

Basis of Presentation

 

The condensed consolidated balance sheets as of July 2, 2017 and October 2, 2016, the condensed consolidated statements of income, comprehensive income and cash flows for the quarter and three quarters ended July 2, 2017 and June 26, 2016 and, the condensed statements of cash flow and stockholders’ equity for the three quarters ended July 2, 2017 and June 26, 2016 have been prepared by the Company.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at July 2, 2017 and results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) in the United States have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended October 2, 2016. The results of operations for the period ended July 2, 2017 are not necessarily indicative of the operating results for the full year.

(3)

Inventories

Inventories consist of the following (in thousands):

 

July 2,

2017

 

 

October 2,

2016

 

Raw material and supplies

$

835

 

 

 

562

 

Work in process

 

270

 

 

 

224

 

Finished goods

 

37,558

 

 

 

33,085

 

      Total inventories at lower of first-in, first-out cost or market

 

38,663

 

 

 

33,871

 

Adjustment to reduce values to LIFO basis

 

(1,272

)

 

 

(1,272

)

      Total inventories, LIFO basis

$

37,391

 

 

 

32,599

 

8


 

(4)

Property, Plant, and Equipment

Property, plant, and equipment comprise the following (in thousands):

 

Useful life

(in years)

 

July 2,

2017

 

 

October 2,

2016

 

Land

 

 

$

2,750

 

 

 

2,750

 

Buildings and improvements

3–20

 

 

9,039

 

 

 

8,985

 

Machinery and equipment

 

7

 

 

2,571

 

 

 

2,327

 

Tooling

3–5

 

 

20,381

 

 

 

16,432

 

Computers

 

3

 

 

1,350

 

 

 

1,221

 

Other

3–5

 

 

2,737

 

 

 

2,302

 

 

 

 

 

 

 

 

 

 

 

 

      Property, plant, and equipment

 

 

 

 

38,828

 

 

 

34,017

 

Accumulated depreciation

 

 

 

 

(15,557

)

 

 

(12,243

)

 

 

 

 

 

 

 

 

 

 

 

      Property, plant, and equipment, net

 

 

 

$

23,271

 

 

 

21,774

 

 

Depreciation expense was $1,121,000 and $1,109,000 for the quarters ended July 2, 2017 and June 26, 2016, respectively. Depreciation expense was $3,397,000 and $3,254,000 for the three quarters ending July 2, 2017 and June 26, 2016, respectively.

(5)

Intangible Assets and Other Assets

Intangible assets and other assets comprise the following (in thousands):

 

Amortization

period

July 2,

2017

 

 

October 2,

2016

 

Domestic customer relationships

14 years

$

140,210

 

 

 

140,210

 

Trade names

Indefinite

 

84,040

 

 

 

84,040

 

Developed technology

9–12 years

 

20,100

 

 

 

20,100

 

International customer relationships

1.25–9 years

 

183

 

 

 

183

 

Noncompete agreements

2 years

 

21

 

 

 

21

 

Long-term deposits

N/A

 

219

 

 

 

224

 

 

 

 

244,773

 

 

 

244,778

 

Less accumulated amortization

 

 

(47,432

)

 

 

(38,527

)

      Total intangible assets, and other assets, net

 

$

197,341

 

 

 

206,251

 

 

Amortization expense was $2,968,000 for the quarters ended July 2, 2017 and June 26, 2016. Amortization expense was $8,905,000 for the three quarters ended July 2, 2017 and June 26, 2016.  

Future amortization expense for finite lived intangibles for the next five fiscal years will approximate $11,871,000, $11,863,000, and $11,863,000, $11,863,000, and $11,863,000 for fiscal years 2017, 2018, 2019, 2020, and 2021, respectively.

9


 

(6)

Accrued Liabilities

Accrued liabilities comprise the following (in thousands):

 

July 2,

2017

 

 

October 2,

2016

 

Customer incentives

$

5,073

 

 

 

7,796

 

Salaries, wages, related taxes, and withholdings

 

4,230

 

 

 

5,364

 

Warranty

 

2,127

 

 

 

2,383

 

Other

 

497

 

 

 

681

 

Interest

 

208

 

 

 

212

 

      Total accrued liabilities

$

12,135

 

 

 

16,436

 

(7)

Long‑Term Debt

The Company’s long‑term debt comprises the following (in thousands):

 

July 2,

2017

 

 

October 2,

2016

 

First lien term loan

$

249,768

 

 

 

259,768

 

Second lien term loan

 

97,000

 

 

 

107,000

 

      Total long-term debt

 

346,768

 

 

 

366,768

 

Original issue discount and debt issuance costs, net

 

(7,361

)

 

 

(9,198

)

      Long-term debt, net

$

339,407

 

 

 

357,570

 

(8)

Share‑Based Compensation

On July 8, 2013, the Company established the Pik Holdings, Inc. 2013 Stock Option Plan (the Plan), which authorizes equity awards to be granted for up to 26,286 shares of the common stock of the Company. As of the fiscal year ending October 2, 2016 and the period ending July 2, 2017, there were 24,323 and 24,973 share options awarded, respectively. A total of 650 options award were granted between October 2, 2016 and July 2, 2017 at an exercise prices of $1,856.79, the fair value of the common stock at time of grant as determined by the July 31, 2016 third-party common stock valuation.

The vesting schedule of the management awards are broken into two tranches, (i) 50% of which vest over the requisite service period (Time based awards) up to 5 years and (ii) 50% of which become exercisable when the Company has an “exit event” (Company Sale based awards) and achieves a certain “equity multiple” on the original “sponsor investments,” all of which are defined in the Plan. The awards have terms of up to 10 years. The grant-date fair value of all Time-based awards is expensed over the 5 year vesting period. The grant date fair value of the Company Sale based awards will not be expensed unless the Company Sale condition is deemed probable. As of October 2, 2016 and July 2, 2017, the Company Sale based award condition was not deemed probable.

Total compensation expense related to share based options was $281,000 and $269,000 for the quarters ended July 2, 2017 and June 26, 2016, respectively, and $844,000 and $803,000 for the three quarters ended July 2, 2017 and June 26, 2016, respectively.

(9)

Commitments and Contingencies

Insurance Reserves and Legal Contingencies

A number of lawsuits, claims, and proceedings have been or may be asserted against the Company relating to the conduct of its business, including those pertaining to product liability, personal injury, patent infringement, commercial liability, employment and employee compensation, and benefits. The outcome

10


 

of any such potential litigation cannot be predicted with certainty, and any such lawsuit, claim, or proceeding may have an adverse outcome to the Company. The Company does not believe that the disposition of any such potential matter is likely to have a material adverse effect on the financial condition or liquidity of the Company.

As a consumer goods manufacturer and distributor, the Company is subject to continuing risk of product liability and related lawsuits involving claims for substantial monetary damages. The Company has general liability, product liability, and workers’ compensation insurance coverage. The Company’s insurance coverage provides that its insurers directly pay all costs related to its general liability, product liability, and workers’ compensation claims, provided, however, the Company is required to reimburse its insurance carrier for policy deductibles and certain legal costs and expenses.

Loss accruals, if and when accrued, for future claims are recorded to cover the probable retained loss portion of general liability, product liability, and workers’ compensation claims, including both asserted claims and incurred but not reported workers’ compensation claims. As of July 2, 2017 and October 2, 2016, no such loss accruals were deemed necessary by the Company. Historical experience may not be indicative of future losses, and the resolution in any reporting period of one or more of these matters could have a material adverse effect on the Company’s results of operations for that period. The Company’s medical insurance and other employee benefit insurance coverages are under fully insured plans.

(10)

Related‑Party Transactions

The Company has a professional services agreement with two related parties, MidOcean US Advisor, L.P. (MidOcean) and VCPE III LLC (Vulcan).  As part of this agreement, an annual fee of $1,000,000, payable quarterly, is paid to the same two aforementioned parties, with 60% of the quarterly fee being paid to MidOcean and 40% being paid to Vulcan. The quarterly management fee is for executive and general management services. For the quarters ending July 2, 2017 and June 26, 2016 such fees included in operating expenses were $250,000. For the three quarters ended July 2, 2017 and June 26, 2016 such fees included in operating expenses were $750,000.

The payable to predecessor of $1,691,000 and $3,200,000 as of July 2, 2017 and June 26, 2016, respectively, on the accompanying condensed consolidated balance sheets is a related party payable related to a contingent liability.  The contingent liability is recalculated annually, at each fiscal year-end, and is recorded at fair value based on the future expected tax benefit expected to be realized on tax returns of the Company that resulted from the predecessor’s stepped up basis that was carried forward to the new owners, and amounts payable are classified between current and long term liabilities based on the expected payment timing to predecessor.

This annual payment to predecessor ceases and terminates beginning for any taxable year or portion thereof beginning with a change of control. The Company did not adjust the $1,691,000 balance as of July 2, 2017 as a definitive agreement to acquire the Company had not been signed as of that date.  

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Subsequent Events

On July 17, 2017, Church & Dwight Co., Inc. (NYSE:CHD) signed a definitive agreement to acquire the Company for approximately $1 billion in cash. The transaction, which was subject to regulatory approval and other customary conditions, closed on August 7, 2017.

As of July 26, 2017 the date the consolidated financial statements were available to be issued, the Company has not identified any subsequent events, other than those previously identified, that require disclosure or inclusion in these consolidated financial statements.

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