EDGEWELL PERSONAL CARE Co (EPC)
SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2844 Perfumes, Cosmetics & Other Toilet Preparations
SEC company page: https://www.sec.gov/edgar/browse/?CIK=1096752. Latest filing source: 0001628280-25-052765.
Informational only - descriptive public-record data, not investment advice.
Business
Read EPC's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read EPC's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 2,223,500,000 | USD | 2025 | 2025-11-18 |
| Net income | 25,400,000 | USD | 2025 | 2025-11-18 |
| Assets | 3,756,300,000 | USD | 2025 | 2025-11-18 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-11-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001096752.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 2,298,400,000 | 2,234,400,000 | 2,141,000,000 | 1,949,700,000 | 2,087,300,000 | 2,171,700,000 | 2,251,600,000 | 2,253,700,000 | 2,223,500,000 | |||||
| Net income | 178,700,000 | 5,700,000 | 103,300,000 | -372,200,000 | 67,600,000 | 117,800,000 | 99,500,000 | 114,700,000 | 98,600,000 | 25,400,000 | ||||
| Operating income | 243,800,000 | 176,000,000 | 239,900,000 | 182,300,000 | 227,000,000 | 199,300,000 | 96,600,000 | |||||||
| Gross profit | 1,159,900,000 | 1,125,900,000 | 1,032,900,000 | 966,600,000 | 880,900,000 | 951,200,000 | 880,500,000 | 940,800,000 | 955,700,000 | 924,900,000 | ||||
| Diluted EPS | 2.99 | 0.10 | 1.90 | -6.88 | 1.24 | 2.13 | 1.85 | 2.21 | 1.97 | 0.53 | ||||
| Operating cash flow | 186,800,000 | 313,600,000 | 259,400,000 | 190,600,000 | 232,600,000 | 229,000,000 | 102,000,000 | -216,100,000 | -231,000,000 | 118,400,000 | ||||
| Capital expenditures | 69,500,000 | 69,000,000 | 62,000,000 | 58,000,000 | 47,700,000 | 56,800,000 | 56,400,000 | 49,500,000 | 56,500,000 | 77,000,000 | ||||
| Dividends paid | 24,900,000 | 105,600,000 | 123,900,000 | 0.00 | 0.00 | 25,600,000 | 32,600,000 | 31,500,000 | 30,700,000 | 29,300,000 | ||||
| Share buybacks | 196,600,000 | 165,400,000 | 124,400,000 | 0.00 | 0.00 | 9,200,000 | 125,300,000 | 75,200,000 | 58,500,000 | 90,200,000 | ||||
| Assets | 4,771,500,000 | 4,188,800,000 | 3,953,300,000 | 3,420,900,000 | 3,540,900,000 | 3,674,600,000 | 3,713,100,000 | 3,740,700,000 | 3,730,900,000 | 3,756,300,000 | ||||
| Liabilities | 2,942,500,000 | 2,447,100,000 | 2,208,700,000 | 2,117,400,000 | 2,108,000,000 | 2,090,300,000 | 2,246,000,000 | 2,200,200,000 | 2,146,800,000 | 2,203,200,000 | ||||
| Stockholders' equity | 1,829,000,000 | 1,741,700,000 | 1,744,600,000 | 1,303,500,000 | 1,438,600,000 | 1,590,800,000 | 1,467,100,000 | 1,540,500,000 | 1,584,100,000 | 1,553,100,000 | ||||
| Cash and cash equivalents | 712,100,000 | 738,900,000 | 502,900,000 | 266,400,000 | 341,600,000 | 364,700,000 | 479,200,000 | 188,700,000 | 216,400,000 | 209,100,000 | ||||
| Free cash flow | 117,300,000 | 244,600,000 | 197,400,000 | 132,600,000 | 184,900,000 | 172,200,000 | 45,600,000 | -265,600,000 | -287,500,000 | 41,400,000 |
Ratios
| Metric | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 0.25% | 4.62% | -17.38% | 3.47% | 5.64% | 4.58% | 5.09% | 4.38% | 1.14% | |||||
| Operating margin | 11.39% | 9.03% | 11.49% | 8.39% | 10.08% | 8.84% | 4.34% | |||||||
| Return on equity | 9.77% | 0.33% | 5.92% | -28.55% | 4.70% | 7.41% | 6.78% | 7.45% | 6.22% | 1.64% | ||||
| Return on assets | 3.75% | 0.14% | 2.61% | -10.88% | 1.91% | 3.21% | 2.68% | 3.07% | 2.64% | 0.68% | ||||
| Liabilities / equity | 1.61 | 1.41 | 1.27 | 1.62 | 1.47 | 1.31 | 1.53 | 1.43 | 1.36 | 1.42 | ||||
| Current ratio | 1.67 | 2.26 | 1.33 | 1.58 | 1.93 | 2.12 | 1.75 | 1.84 | 1.66 | 1.76 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0001628280-25-052765; concept Revenues; source concepts us-gaap:Revenues | Gross profit: accession 0001628280-25-052765; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001628280-25-052765; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001628280-25-052765; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-25-052765; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-25-052765; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0001628280-25-052765; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2024 ended 2024-09-30; accession 0001628280-24-047916; filed 2024-11-14. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-09-30; accession 0001628280-25-052765; filed 2025-11-18. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001096752.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-03-31 | 0.43 | reported discrete quarter | ||
| 2022-Q3 | 2022-06-30 | 0.57 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.37 | reported discrete quarter | ||
| 2023-Q3 | 2023-03-31 | 19,000,000 | reported discrete quarter | ||
| 2023-Q3 | 2023-06-30 | 650,000,000 | 1.01 | reported discrete quarter | |
| 2023-Q4 | 2023-09-30 | 534,100,000 | 31,300,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2023-12-31 | 488,900,000 | 4,800,000 | 0.09 | reported discrete quarter |
| 2024-Q2 | 2023-12-31 | 4,800,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-03-31 | 599,400,000 | 0.72 | reported discrete quarter | |
| 2024-Q3 | 2024-03-31 | 36,000,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-06-30 | 647,800,000 | 0.98 | reported discrete quarter | |
| 2024-Q4 | 2024-09-30 | 517,600,000 | 8,800,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2024-12-31 | 478,400,000 | -2,100,000 | -0.04 | reported discrete quarter |
| 2025-Q2 | 2024-12-31 | -2,100,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-03-31 | 580,700,000 | 0.60 | reported discrete quarter | |
| 2025-Q3 | 2025-03-31 | 29,000,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-06-30 | 627,200,000 | 0.62 | reported discrete quarter | |
| 2025-Q4 | 2025-09-30 | 537,200,000 | -30,600,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2025-12-31 | 422,800,000 | -65,700,000 | -1.41 | reported discrete quarter |
| 2026-Q2 | 2025-12-31 | -65,700,000 | reported discrete quarter | ||
| 2026-Q2 | 2026-03-31 | 519,500,000 | -0.22 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031376; filed 2026-05-06. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-31; accession 0001628280-26-006288; filed 2026-02-09. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031376; filed 2026-05-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001628280-26-031376.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Amounts in millions, except per share data, unaudited)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on November 18, 2025 (the “2025 Annual Report”). The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed within “Forward-Looking Statements” below and in Item 1A. Risk Factors and “Forward-Looking Statements” included within our 2025 Annual Report.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items which are considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information, including adjusted gross margin, adjusted selling general and administrative (“SG&A”), adjusted operating income, adjusted EBIT (as defined below), adjusted effective tax rate, adjusted net earnings, and adjusted diluted net earnings, internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. We view the use of non-GAAP measures that exclude the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency.
The following provides additional detail on our non-GAAP measures for the periods presented:
•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency translation.
•Segment profit is impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.
All comparisons are with the same period in the prior year, unless otherwise noted.
Industry and Market Data
Unless we indicate otherwise, we base the information contained or incorporated by reference herein, concerning our industry on our general knowledge and expectations. Our market position, market share, and industry market size are estimates based on internal and external data from various industry analyses, our internal research and adjustments, and assumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee its accuracy or completeness. In addition, we believe that industry, market size, market position and market share data within our industry provides general guidance but is inherently imprecise and has not been verified by any independent source. Further, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in Item 1A. Risk Factors in Part I of our 2025 Annual Report. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions. You are cautioned not to place undue reliance on this data.
Retail sales for purposes of market size, market position and market share information are based on retail sales in U.S. dollars.
Trademarks and Trade Names
We own or have rights to use trademarks and trade names that we use in conjunction with the operation of our business, which appear throughout this Quarterly Report on Form 10-Q. We may also refer to brand names, trademarks, service marks and trade names of other companies and organizations, which are the property of their respective owners.
28
Recent Developments
On February 20, 2026 the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) by the executive branch were unlawful. As a result of this ruling, we may be eligible for a refund of IEEPA tariffs previously paid on imported goods.
The Company is evaluating the applicability of the court decisions and subsequent administrative process to its import entries, including the effect of procedural requirements under U.S. customs laws (including liquidation finality and the timing of administrative protests) and the scope and timing of the emerging administrative refund process. However, the ultimate availability, timing, and amount of any potential refunds of such tariffs remain highly uncertain and are subject to further legal, regulatory, and administrative developments. We will continue to monitor changes to the import and export policies of the U.S. and other countries that could impact our financial position, results of operations and cash flows.
29
Executive Summary
Feminine Care Divestiture
On February 2, 2026, we closed the transaction and received proceeds of approximately $340 on a cash-free and debt-free basis. In connection with closing of the transaction, we and Essity entered into a transition services agreement for the provision of certain services to support the transition of the Feminine Care segment following the closing. The divestiture of the Feminine Care segment is a key step to transform Edgewell into a more focused, agile and consumer-driven personal care company. The former Feminine Care segment’s results are presented as discontinued operations on a retrospective basis for the three and six months period ended March 31, 2026 and 2025.
All amounts, percentages and disclosures for all periods presented reflect only the continuing operations of Edgewell unless otherwise noted.
Second Quarter of Fiscal 2026
The following is a summary of results from continuing operations for the second quarter of fiscal 2026, as compared to the corresponding period in fiscal 2025. In addition to net sales, net income from continuing operations and earnings per share (“EPS”) from continuing operations for the periods presented were also impacted by certain costs or income, as described in the table below. The impact of these items on reported net income from continuing operations and EPS from continuing operations are provided as a reconciliation of net income from continuing operations and EPS from continuing operations to adjusted net income from continuing operations and adjusted diluted EPS from continuing operations, both of which are non-GAAP measures.
•Net sales in the second quarter of fiscal 2026 increased $2.9, or 0.6%, to $519.5, as compared to the prior year quarter. Organic net sales decreased $12.6, or 2.4%. Organic growth in International markets was 1.0%, largely driven by volume growth in Wet Shave and favorable pricing in Wet Shave and Sun Care. Organic sales declined in North America by 4.8%, driven primarily by lower volumes in Wet Shave and Sun Care, partially offset by volume growth in Grooming.
•Net earnings from continuing operations in the second quarter of fiscal 2026 were $4.0, as compared to $20.8 in the prior year quarter. On an adjusted basis, net earnings from continuing operations for the second quarter of fiscal 2026 were $27.8, as compared to $32.9 in the prior year quarter. Adjusted net earnings decreased primarily due to lower gross profit and higher operating expenses, partially offset by higher sales and lower interest expense.
•Diluted net earnings per share from continuing operations during the second quarter of fiscal 2026 were $0.09, as compared to $0.43 in the prior year quarter. On an adjusted basis, diluted net earnings per share from continuing operations during the second quarter of fiscal 2026 were $0.60, as compared to $0.69 in the prior year quarter.
| Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT from Continuing Operations (1) | Income Taxes from Continuing Operations | Net Income from Continuing Operations | Diluted EPS from Continuing Operations | ||||||||||||||||||||
| GAAP — Reported | $ | 216.9 | $ | 111.0 | $ | 18.4 | $ | 7.9 | $ | 3.9 | $ | 4.0 | $ | 0.09 | ||||||||||||
| Restructuring and related costs | 8.7 | (0.3) | 23.0 | 23.0 | 5.7 | 17.3 | 0.37 | |||||||||||||||||||
| Sun Care reformulation costs | — | — | 1.7 | 1.7 | 0.5 | 1.2 | 0.03 | |||||||||||||||||||
| Legal matter | — | (4.7) | 4.7 | 4.7 | 1.2 | 3.5 | 0.07 | |||||||||||||||||||
| Other project and related costs | — | (1.6) | 1.6 | 1.4 | 0.3 | 1.1 | 0.02 | |||||||||||||||||||
| Tax shortfall on equity compensation | — | — | — | — | (0.7) | 0.7 | 0.02 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 225.6 | $ | 104.4 | $ | 49.4 | $ | 38.7 | $ | 10.9 | $ | 27.8 | $ | 0.60 | ||||||||||||
| GAAP as a percent of net sales | 41.8 | % | 21.4 | % | 3.5 | % | GAAP effective tax rate | 49.7 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 43.4 | % | 20.1 | % | 9.5 | % | Adjusted effective tax rate | 27.9 | % |
30
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT from Continuing Operations (1) | Income Taxes from Continuing Operations | Net Income from Continuing Operations | Diluted EPS from Continuing Operations | ||||||||||||||||||||
| GAAP — Reported | $ | 236.9 | $ | 102.8 | $ | 49.0 | $ | 31.4 | $ | 10.6 | $ | 20.8 | $ | 0.43 | ||||||||||||
| Restructuring and related costs | — | — | 11.8 | 11.8 | 3.1 | 8.7 | 0.18 | |||||||||||||||||||
| Sun Care reformulation costs | — | — | 0.7 | 0.7 | 0.1 | 0.6 | 0.02 | |||||||||||||||||||
| Commercial realignment | 3.1 | — | 3.1 | 3.1 | 0.9 | 2.2 | 0.05 | |||||||||||||||||||
| Other project and related costs | — | (1.4) | 1.4 | 0.8 | 0.2 | 0.6 | 0.01 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 240.0 | $ | 101.4 | $ | 66.0 | $ | 47.8 | $ | 14.9 | $ | 32.9 | $ | 0.69 | ||||||||||||
| GAAP as a percent of net sales | 45.9 | % | 19.9 | % | 9.5 | % | GAAP effective tax rate | 33.7 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 46.5 | % | 19.6 | % | 12.8 | % | Adjusted effective tax rate | 30.9 | % |
(1) EBIT is defined as Earnings before income taxes.
First Six Months of Fiscal 2026
•Net sales in the first six months of fiscal 2026 increased $10.6, or 1.1%, to $942.3, as compared to the prior year period. Organic net sales decreased $14.5, or 1.6%. Organic sales in North America declined 2.6% driven primarily by lo
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included in this Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed in Item 1A. Risk Factors and “Forward-Looking Statements” included within this Annual Report on Form 10-K.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items which are considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given certain significant events, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency.
The following provides additional detail on our non-GAAP measures for the periods presented:
•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency translation.
•Segment profit will be impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.
•Additionally, we utilize “adjusted” non-GAAP measures, including adjusted gross margin, adjusted selling general and administrative (“SG&A”), adjusted operating income, adjusted effective tax rate, adjusted net earnings, and adjusted diluted net earnings per share internally to make operating decisions.
All comparisons are with the same period in the prior year, unless otherwise noted.
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Executive Summary
The following is a summary of key results for fiscal 2025, 2024 and 2023. Net earnings and diluted earnings per share (“EPS”) for the time periods presented were impacted by certain costs or income, as described in the table below. The impact of these items on reported net earnings and EPS are provided as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, both of which are non-GAAP measures.
Fiscal 2025
•Net sales for fiscal 2025 decreased $30.2, or 1.3%, to $2,223.5, including a $0.2 unfavorable impact due to currency movements. Organic net sales decreased $30.0, or 1.3%. International markets delivered organic growth of 3.5%, driven by higher volumes and increased pricing. North America declined 4.4%, primarily attributable to lower volumes in Wet Shave, Feminine Care, and Sun Care, partially offset by growth in Skin Care and Grooming. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care and Sun Care.
•Net earnings for fiscal 2025 decreased $73.2, or 74.2%, to $25.4. On an adjusted basis, net earnings for fiscal 2025 decreased $32.6, or 21.3%, to $120.4. Adjusted net earnings decreased primarily due to lower gross margin and higher brand investment, which was partially offset by lower SG&A.
•Diluted net earnings per share during fiscal 2025 was $0.53 compared to earnings of $1.97 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings per diluted share during fiscal 2025 were $2.52 compared to $3.05 in the prior year.
| Year Ended September 30, 2025 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | |||||||||||||||||||||
| GAAP — Reported | $ | 924.9 | $ | 425.0 | $ | 96.6 | $ | 23.6 | $ | (1.8) | $ | 25.4 | $ | 0.53 | |||||||||||||
| Restructuring and related costs | 3.5 | (1.7) | 53.1 | 53.1 | 13.1 | 40.0 | 0.84 | ||||||||||||||||||||
| Acquisition and integration costs | — | (0.5) | 0.5 | 0.5 | 0.1 | 0.4 | 0.01 | ||||||||||||||||||||
| Sun Care reformulation costs | — | — | 3.5 | 3.5 | 0.8 | 2.7 | 0.06 | ||||||||||||||||||||
| Gain on Investment | — | — | — | (0.9) | — | (0.9) | (0.02) | ||||||||||||||||||||
| Commercial realignment | 2.9 | — | 2.9 | 2.9 | 0.9 | 2.0 | 0.04 | ||||||||||||||||||||
| Vendor bankruptcy | 2.1 | — | 2.1 | 2.1 | 0.5 | 1.6 | 0.03 | ||||||||||||||||||||
| Impairment charges | — | — | 51.1 | 51.1 | 4.4 | 46.7 | 0.98 | ||||||||||||||||||||
| Other project and related costs | — | (9.3) | 9.3 | 7.0 | 1.7 | 5.3 | 0.11 | ||||||||||||||||||||
| Germany re-rate | — | — | — | — | 2.8 | (2.8) | (0.06) | ||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 933.4 | $ | 413.5 | $ | 219.1 | $ | 142.9 | $ | 22.5 | $ | 120.4 | $ | 2.52 | |||||||||||||
| GAAP as a percent of net sales | 41.6 | % | 19.1 | % | 4.3 | % | GAAP effective tax rate | (7.3) | % | ||||||||||||||||||
| Adjusted as a percent of net sales | 42.0 | % | 18.6 | % | 9.9 | % | Adjusted effective tax rate | 15.8 | % |
| Year Ended September 30, 2024 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | |||||||||||||||||||||
| GAAP — Reported | $ | 955.7 | $ | 430.1 | $ | 199.3 | $ | 120.9 | $ | 22.3 | $ | 98.6 | $ | 1.97 | |||||||||||||
| Restructuring and related costs | — | (0.1) | 36.0 | 36.0 | 8.8 | 27.2 | 0.54 | ||||||||||||||||||||
| Acquisition and integration costs | 3.3 | (2.8) | 6.1 | 6.1 | 1.5 | 4.6 | 0.09 | ||||||||||||||||||||
| Sun Care reformulation costs | — | — | 4.4 | 4.4 | 1.1 | 3.3 | 0.07 | ||||||||||||||||||||
| Wet Ones manufacturing plant fire | 12.2 | — | 12.2 | 12.2 | 3.0 | 9.2 | 0.18 | ||||||||||||||||||||
| Legal matters | — | (3.9) | 3.9 | 3.9 | 1.0 | 2.9 | 0.06 | ||||||||||||||||||||
| Loss on Investment | — | — | — | 3.1 | — | 3.1 | 0.06 | ||||||||||||||||||||
| Other project and related costs | — | (5.3) | 5.3 | 5.3 | 1.2 | 4.1 | 0.08 | ||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 971.2 | $ | 418.0 | $ | 267.2 | $ | 191.9 | $ | 38.9 | $ | 153.0 | $ | 3.05 | |||||||||||||
| GAAP as a percent of net sales | 42.4 | % | 19.1 | % | 8.8 | % | GAAP effective tax rate | 18.5 | % | ||||||||||||||||||
| Adjusted as a percent of net sales | 43.1 | % | 18.5 | % | 11.9 | % | Adjusted effective tax rate | 20.3 | % |
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| Year Ended September 30, 2023 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | |||||||||||||||||||||
| GAAP - Reported | $ | 940.8 | $ | 409.6 | $ | 227.0 | $ | 147.7 | $ | 33.0 | $ | 114.7 | $ | 2.21 | |||||||||||||
| Restructuring and related costs | 0.2 | (0.3) | 17.1 | 17.1 | 4.4 | 12.7 | 0.24 | ||||||||||||||||||||
| Acquisition and integration costs | — | (7.5) | 7.5 | 7.5 | 1.8 | 5.7 | 0.11 | ||||||||||||||||||||
| SKU rationalization | (1.7) | — | (1.7) | (1.7) | (0.4) | (1.3) | (0.03) | ||||||||||||||||||||
| Sun Care reformulation costs (2) | (1.4) | — | 1.9 | 1.9 | 0.5 | 1.4 | 0.03 | ||||||||||||||||||||
| Legal matters | — | 6.3 | (6.3) | (6.3) | (1.5) | (4.8) | (0.09) | ||||||||||||||||||||
| Pension settlement expense | — | — | — | 7.9 | 2.1 | 5.8 | 0.11 | ||||||||||||||||||||
| Other project and related costs | — | (0.4) | 0.4 | 0.4 | 0.1 | 0.3 | 0.01 | ||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 937.9 | $ | 407.7 | $ | 245.9 | $ | 174.5 | $ | 40.0 | $ | 134.5 | $ | 2.59 | |||||||||||||
| GAAP as a percent of net sales | 41.8 | % | 18.2 | % | 10.1 | % | GAAP effective tax rate | 22.3 | % | ||||||||||||||||||
| Adjusted as a percent of net sales | 41.7 | % | 18.1 | % | 10.9 | % | Adjusted effective tax rate | 23.0 | % |
(1) EBIT is defined as Earnings before Income taxes.
(2) Also includes pre-tax research and development (“R&D) costs of $3.3 related to the reformulation, recall, and destruction of certain Sun Care products
For further discussion of these items refer to Note 20 of Notes to Consolidated Financial Statements.
Operating Results
The following table presents changes in net sales for fiscal 2025 and 2024 and provides a reconciliation of organic net sales to reported amounts. Our results of operations for the year ended September 30, 2023, including a discussion of the year ended September 30, 2024, compared to the year ended September 30, 2023, can be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended September 30, 2024.
Net Sales
| Net Sales - Total Company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Net sales - prior year | $ | 2,253.7 | $ | 2,251.6 | |||||||||
| Organic | (30.0) | (1.3) | % | 4.3 | 0.2 | % | |||||||
| Impact of currency | (0.2) | — | % | (2.2) | (0.1) | % | |||||||
| Net sales - current year | $ | 2,223.5 | (1.3) | % | $ | 2,253.7 | 0.1 | % |
For fiscal 2025, net sales were $2,223.5, a decrease of $30.2, or 1.3%, to $2,223.5, including a $0.2 unfavorable impact due to currency movements. Organic net sales decreased $30.0, or 1.3%. International markets delivered organic growth of 3.5%, driven by higher volumes and increased pricing. North America declined 4.4%, primarily attributable to lower volumes in Wet Shave, Feminine Care, and Sun Care, partially offset by growth in Skin Care and Grooming. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care and Sun Care.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $924.9 in fiscal 2025, as compared to $955.7 in fiscal 2024, a decrease of $30.8, or 3.2%. Gross margin for fiscal 2025 was 41.6% of net sales, a decrease of 80-basis points, compared to 42.4%, in the prior year period. Adjusted gross margin decreased 110-basis points to 42.0%, or 20-basis points excluding currency movements, as productivity savings of approximately 270-basis points was more than offset by 150-basis points of unfavorable core inflation, inclusive of tariffs, 75-basis points of unfavorable mix and other, 45-basis points from increased promotional levels (net of pricing), and 20-basis points of unfavorable absorption.
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Selling, General and Administrative Expense
SG&A was $425.0, or 19.1%, of net sales in fiscal 2025 compared to $430.1, or 19.1%, of net sales in the prior year period. Adjusted SG&A increased 10-basis points to 18.6% of net sales as compared to 18.5% in the prior year, as lower incentive compensation expense and legal costs were offset by higher people and corporate project expenses.
Advertising and Sales Promotion Expense
Advertising and Sales Promotion Expense (“A&P”) was $246.7, an increase of $14.7, or 6.3%, compared to the prior year period. A&P was 11.1% of net sales for fiscal 2025, compared with 10.3% in the prior year period. The increase in A&P was primarily due to incremental investment in Sun Care, Woman’s Shave, and Men’s Grooming, partially offset by Woman’s grooming.
Research and Development Expense
Research and development expense (“R&D”) in fiscal 2025 was $57.6, a decrease of $0.8, or 1.4%, compared to $58.4 in the prior year. R&D remained flat at 2.6% of net sales.
Restructuring Charges
In fiscal 2025, we recorded pre-tax restructuring and related costs of $53.1, consisting largely of severance, project implementation and other exit costs in support of cost efficiency programs. In fiscal 2024, it was announced that we were undertaking certain operational and organizational steps designed to streamline our operations and supply chain by consolidating our current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, we expect to incur pre-tax charges of approximately $49.0 in fiscal 2026. We incurred $36.0 of restructuring charges during fiscal 2024.
Interest Expense Associated with Debt
Interest expense associated with debt for fiscal 2025 was $73.2, a decrease of $3.3, or 4.3%, compared to $76.5 in the prior year period. The decrease in interest expense was the result of higher capitalized interest for projects with capital expenditures and lower interest rates, partially offset by higher borrowing levels on our U.S. revolving credit facility.
Other expense (income), net
Other expense (income), net was income of $0.2 in fiscal 2025 compared to expense of $1.9 in the prior year period. This change was primarily related to a pension benefit of $1.2 million in 2025, compared to pension loss of $3.3 in 2024, and a gain on investment of $0.9 in 2025, compared to a loss on investment of $3.1 in the prior year. The impact was partially offset by currency hedge and remeasurement losses of $0.6 in fiscal 2025 compared to a gain of $8.3 in fiscal 2024. Adjusted other (income) expense, net was expense of $3.0 compared to income of $1.2 in the prior year period. The current year period included $2.3 of other project gains.
Income Tax (Benefit) Provision
Income taxes, which include federal, state and foreign taxes, was a benefit of (7.3)% compared to expense of 18.5% of Earnings before income taxes in fiscal 2025 and 2024, respectively. The fiscal 2025 effective tax rate reflects a tax benefit on net income primarily due to favorable unusual items including restructuring as well as the impact of a change in the Company’s prior estimates. On an adjusted basis, the effective tax rate for fiscal 2025 was 15.8% compared to 20.3% in the prior year.
Our effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate jurisdictions, earnings increases in higher tax rate jurisdictions, or repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax provision estimates could increase or decrease future tax provisions.
30
Segment Results
Segment performance is evaluated based on segment profit, excluding certain U.S. GAAP items that management does not believe are indicative of ongoing operating performance due to their unusual or non-recurring nature and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Financial items, such as interest income and expense, are managed on a global basis at the corporate level and therefore are excluded from segment profit. The exclusion of such charges from segment results reflects management’s view on how management monitors and evaluates segment operating performance, generates future operating plans and makes strategic decisions regarding the allocation of capital.
Our operating model includes some shared business functions across segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis in which shared business functions are allocated between segments.
The following tables present changes in segment net sales and segment profit for fiscal 2025 and 2024, and also provides a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of Segment profit to Earnings before income taxes, see Note 20 of Notes to Consolidated Financial Statements.
Wet Shave
| Net Sales - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Net sales - prior year | $ | 1,229.3 | $ | 1,230.9 | |||||||||
| Organic | (14.6) | (1.2) | % | 3.0 | 0.2 | % | |||||||
| Impact of currency | 4.2 | 0.4 | % | (4.6) | (0.3) | % | |||||||
| Net sales - current year | $ | 1,218.9 | (0.8) | % | $ | 1,229.3 | (0.1) | % |
Wet Shave net sales for fiscal 2025 were $1,218.9, a decrease of $10.4, or 0.8%, as compared to the prior year period, including $4.2, or 0.4%, favorable impact from currency. Organic net sales decreased $14.6, or 1.2%, driven by a 7.2% decrease in North America organic sales, primarily due to lower volumes and higher promotional spending. North America volume sales were impacted by continued declines in Shave Preps and Disposables, along with heightened competitive dynamics in Women’s shave. The decline was partially offset by growth of 3.7% in International sales, driven by both higher volumes and price.
| Segment Profit - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Segment Profit - prior year | $ | 203.9 | $ | 158.3 | |||||||||
| Organic | 3.1 | 1.5 | % | 47.4 | 29.9 | % | |||||||
| Impact of currency | (16.7) | (8.2) | % | (1.8) | (1.1) | % | |||||||
| Segment Profit - current year | $ | 190.3 | (6.7) | % | $ | 203.9 | 28.8 | % |
Wet Shave segment profit for fiscal 2025 was $190.3, a decrease of $13.6, or 6.7%, and inclusive of a $16.7, or 8.2%, unfavorable impact from currency. Organic segment profit increased $3.1, or 1.5%, as higher gross margin was partly offset by higher marketing expenses.
Sun and Skin Care
| Net Sales - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Net sales - prior year | $ | 740.8 | $ | 705.5 | |||||||||
| Organic | 6.3 | 0.9 | % | 32.8 | 4.6 | % | |||||||
| Impact of currency | (4.0) | (0.6) | % | 2.5 | 0.4 | % | |||||||
| Net sales - current year | $ | 743.1 | 0.3 | % | $ | 740.8 | 5.0 | % |
Sun and Skin Care net sales for fiscal 2025 were $743.1, an increase of $2.3, or 0.3%. Organic net sales increased 6.3, or 0.9%, driven by 9.2% growth in global Grooming and 12.6% growth in Skin Care, partially offset by a 4.1% decline in Sun Care. North America Grooming growth was driven by the strength of Cremo which has been fueled by expanded distribution and new product development. North America Skin Care benefited from higher sales in Wet Ones due to lower volumes in the prior year primarily due to the fire at our Sidney, Ohio manufacturing plant. Sun Care in the U.S. was impacted by unfavorable weather and increased competition in North America. International growth was primarily driven by volume growth in Skin Care and Grooming.
31
| Segment Profit - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Segment Profit - prior year | $ | 131.3 | $ | 137.4 | |||||||||
| Organic | (28.1) | (21.4) | % | (7.3) | (5.3) | % | |||||||
| Impact of currency | (4.8) | (3.7) | % | 1.2 | 0.9% | ||||||||
| Segment Profit - current year | $ | 98.4 | (25.1) | % | $ | 131.3 | (4.4) | % |
Sun and Skin Care segment profit for fiscal 2025 was $98.4, a decrease of $32.9, or 25.1%. Organic segment profit decreased $28.1, or 21.4%, driven by lower gross margin and higher SG&A and marketing expenses.
Feminine Care
| Net Sales - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Net sales - prior year | $ | 283.6 | $ | 315.2 | |||||||||
| Organic | (21.7) | (7.7) | % | (31.5) | (10.0) | % | |||||||
| Impact of currency | (0.4) | (0.1) | % | (0.1) | — | % | |||||||
| Net sales - current year | $ | 261.5 | (7.8) | % | $ | 283.6 | (10.0) | % |
Feminine Care net sales for fiscal 2025 were $261.5, a decrease of $22.1, or 7.8%, primarily related to volume decline in Pads and Tampons.
| Segment Profit - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | 2025 | %Chg | 2024 | %Chg | |||||||||
| Segment Profit - prior year | $ | 28.8 | $ | 49.7 | |||||||||
| Organic | (12.5) | (43.4) | % | (20.8) | (41.9) | % | |||||||
| Impact of currency | (0.7) | (2.4) | % | (0.1) | (0.2) | % | |||||||
| Segment Profit - current year | $ | 15.6 | (45.8) | % | $ | 28.8 | (42.1) | % |
Feminine Care segment profit for fiscal 2025 was $15.6, a decrease of $13.2, or 45.8%, mostly due to lower organic net sales and the resulting unfavorable impact on gross profit.
32
General Corporate and Other Expenses
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| General corporate expenses | $ | (54.1) | $ | (65.7) | ||
| Restructuring and related costs | (53.1) | — | (36.0) | |||
| Acquisition and integration costs | (0.5) | — | (6.1) | |||
| Sun Care reformulation costs | (3.5) | — | (4.4) | |||
| Wet Ones manufacturing plant fire | — | — | (12.2) | |||
| Legal matters | — | — | (3.9) | |||
| (Gain) loss on investment | 0.9 | — | (3.1) | |||
| Commercial realignment | (2.9) | — | — | |||
| Vendor bankruptcy | (2.1) | — | — | |||
| Impairment charges | (51.1) | — | ||||
| Other project and related costs | (7.0) | — | (5.3) | |||
| General corporate and other expenses | $ | (173.4) | $ | (136.7) | ||
| % of net sales | (7.8) | % | (6.1) | % |
During fiscal 2025 and 2024, total general corporate and other expenses were $173.4, or 7.8%, of net sales, compared to $136.7, or 6.1% in the prior year quarter.
During fiscal 2025, general corporate expenses decreased primarily related to lower incentive compensation which was partially offset by higher people costs, compared to the prior year period.
During fiscal 2025, we incurred restructuring and related costs of $53.1, compared to $36.0 in the prior year period. The increase primarily relates to higher costs related to the consolidation of our Mexico Facilities. For further details, refer to Note 3 of Notes to Consolidated Financial Statements.
During fiscal 2025, we recorded a non-cash goodwill impairment charge of $51.1 million to adjust the carrying value of goodwill for the Feminine Care reporting unit. The impairment was the result of our decision to divest the Feminine Care business.
During fiscal 2025, we recorded a gain of $0.9 for an equity method investment. During fiscal 2024, we recorded a loss of $3.1 on an equity method investment and a related note receivable as a result of a new contractual agreement.
During fiscal 2025, we incurred $2.9 related to a shift in go to market strategy and SKU rationalization.
During fiscal 2025, we incurred costs of $2.1, related to government mandated incremental costs related to the bankruptcy of one of our foreign vendors.
During fiscal 2025, we incurred costs of $7.0 related to certain corporate projects.
33
Liquidity and Capital Resources
At September 30, 2025, we had cash of $225.7, a significant portion of which was located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 18 of Notes to Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings as of September 30, 2025 and 2024 were as follows:
| Interest Type | Currency | September 30, 2025 | September 30, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Long-term notes | fixed | USD | $ | 1,250.0 | $ | 1,250.0 | |||
| Revolver loans borrowed under credit facility | variable | USD | 140.0 | 34.0 | |||||
| Short-term notes payable | variable | various | 29.5 | 24.5 | |||||
| Total borrowings | $ | 1,419.5 | $ | 1,308.5 |
Our Revolver utilization is summarized below.
| September 30, 2025 | September 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Total Revolver Capacity | $ | 425.0 | $ | 425.0 | ||
| Less: Revolver Borrowings | 140.0 | 34.0 | ||||
| Less: Outstanding Letters of Credit | 5.5 | 5.3 | ||||
| Revolver Balance Available | $ | 279.5 | $ | 385.7 |
On April 2, 2024, (the “Restatement Date”), the Company and certain subsidiaries of the Company entered into a Restatement Agreement (the "Restatement Agreement") with Bank of America, N.A. as administrative agent and collateral agent ("BofA"), and the several lenders from time to time party thereto (together with BofA, the "Lenders"), which amended and restated the Company’s Credit Agreement, dated as of March 28, 2020 (as previously amended by that certain Amendment No. 1 to Credit Agreement, dated as of February 6, 2023, and as otherwise amended, amended and restated, supplemented or otherwise modified prior to the Restatement Date (the “Credit Facility”). All of the $425.0 of revolving facility commitments under the Credit Facility (the “Existing Revolving Facility Commitments”) were replaced with an equal amount of new revolving facility commitments (the “Replacement Revolving Facility Commitments”, collectively, with the Existing Revolving Facility Commitments, the “Revolving Credit Facility”) having substantially similar terms as the Existing Revolving Facility Commitments, except that the maturity date of the Replacement Revolving Facility Commitments will be the earlier of (i) April 2, 2029, and (ii) (a) March 2, 2028, if the aggregate outstanding amount of the Company’s 5.500% Senior Notes due 2028 is greater than $150.0 as of such date and (b) December 29, 2028, if the aggregate outstanding amount of the Company’s 4.125% Senior Notes due 2029 is greater than $150.0 of as such date, in each case, subject to certain exceptions. Refer to Note 12 of Notes to Consolidated Financial Statement for additional discussion.
We participate in accounts receivable facility programs both in the United States and Japan. Refer to Note 10 of Notes to the Consolidated Financial Statements for further discussion on the Accounts Receivable Facility.
We also have $750.0 million of senior notes, fixed interest rate of 5.5%, due 2028 and $500.0 million of senior notes, fixed interest rate of 4.1%, due 2029. Refer to Note 12 of Notes to Consolidated Financial Statement for additional discussion.
Historically, we have generated, and expect to continue to generate, favorable cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care business, typically resulting in higher net sales and increased cash generated in the second and third quarter of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under the Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other capital requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs.
Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time to time, seek to
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repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
In fiscal 2026, we expect our total capital expenditures to be in the range of $70 to $80 primarily on maintenance and productivity efforts across manufacturing facilities, new product development and information technology system enhancements. While we intend to fund these capital expenditures with cash generated from operations, we may also utilize our borrowing facilities.
During fiscal 2025, we contributed $7.4 to our pension and post-retirement plans. Pension contributions required beyond fiscal 2026 represent future pension payments to comply with local funding requirements in the U.S. only. The projected contributions for the U.S. pension plans total $5.6 in fiscal 2026, $3.6 in fiscal 2027, $2.7 in fiscal 2028, $2.4 in fiscal 2029, and $2.2 in fiscal 2030. Estimated contributions beyond fiscal 2030 are not determinable. We may also elect to make discretionary contributions.
Debt Covenants
The Revolving Credit Facility governing our outstanding debt at September 30, 2025 contains certain customary representations and warranties, financial covenants, covenants restricting our ability to take certain actions, affirmative covenants, and provisions relating to events of default. Under the terms of the Revolving Credit Facility, the ratio of our indebtedness to our earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the agreement and detailed below, cannot be greater than 4.0 to 1.0, however, there is an exception for acquisition activity. In addition, under the Revolving Credit Facility, the ratio of our EBITDA to total interest expense must exceed 3.0 to 1.0. If we fail to comply with these covenants or with other requirements of the Revolving Credit Facility, the lenders have the right to accelerate the maturity of the debt. Acceleration under one of our facilities would trigger cross-defaults on our other borrowings. Under the Revolving Credit Facility, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the Revolving Credit Facility allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, and operating expense reductions or synergies to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Total debt and interest expense are calculated in accordance with GAAP.
As of September 30, 2025, we were in compliance with the provisions and covenants associated with the Revolving Credit Facility.
Cash Flows
A summary of our cash flow from operating, investing and financing activities is provided in the following table:
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||
| Net cash from (used by): | ||||||||||
| Operating activities | $ | 118.4 | $ | 231.0 | $ | 216.1 | ||||
| Investing activities | (72.9) | (62.4) | (50.5) | |||||||
| Financing activities | (30.0) | (179.4) | (146.5) | |||||||
| Effect of exchange rate changes on cash | 1.1 | 3.5 | 8.6 | |||||||
| Net increase (decrease) in cash and cash equivalents | $ | 16.6 | $ | (7.3) | $ | 27.7 |
Operating Activities
Cash flow from operating activities was $118.4 in fiscal 2025, as compared to $231.0 in fiscal 2024. The decrease in fiscal 2025 was driven by changes in net working capital and lower earnings.
Investing Activities
Cash flow used by investing activities was $72.9 in fiscal 2025 as compared to $62.4 in fiscal 2024. The increase is primarily related to capital expenditures which were $77.0 during fiscal 2025, compared to $56.5 in the prior year period, partially offset by an outflow of $6.5 for an investment in a business in the prior year period.
Financing Activities
Net cash used by financing activities was $30.0 in fiscal 2025 as compared to $179.4 in fiscal 2024. During fiscal 2025, we had net proceeds of $106.0 under the Revolving Credit Facility, compared to net repayments of $88.0 in the prior year period. During fiscal 2025, we repurchased $90.2 of our common stock under our 2018 Board authorization to repurchase our
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common stock (the “Repurchase Plan”) compared to $58.5 in the prior year period. Dividend payments totaled $29.3 in fiscal 2025, compared to $30.7 in the prior year period.
Dividends
The following is a summary of cash dividends paid and declared per share on our common stock during the year ended September 30, 2025:
| Date Declared | Record Date | Payable Date | Amount Per Share | ||||
|---|---|---|---|---|---|---|---|
| August 6, 2024 | September 4, 2024 | October 3, 2024 | $ | 0.15 | |||
| October 31, 2024 | December 3, 2024 | January 8, 2025 | $ | 0.15 | |||
| February 6, 2025 | March 5, 2025 | April 9, 2025 | $ | 0.15 | |||
| May 7, 2025 | June 6, 2025 | July 9, 2025 | $ | 0.15 | |||
| August 5, 2025 | September 4, 2025 | October 8, 2025 | $ | 0.15 |
On November 13, 2025, the Board declared a quarterly cash dividend of $0.15 per share of common stock for the fourth fiscal quarter of 2025. The dividend will be paid on January 8, 2026 to shareholders of record as the close of business on December 3, 2025.
Dividends declared during fiscal 2025 totaled $28.8. Payments made for dividends during fiscal 2025 totaled $29.3. Our ability to pay cash dividends on our common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, our business prospects and other factors that our Board of Directors may deem relevant. Our approach to dividends has certain risks and limitations, particularly with respect to liquidity, and we may not pay future dividends consistent with our historical practice, or at all.
Inflation
Management recognizes that inflationary pressures may have an adverse effect on our company through higher material costs, labor and transportation costs, asset replacement costs and related depreciation, healthcare and other costs. We continued to navigate the challenging and uncertain inflationary environment and resultant cost pressure with a combination of productivity efforts to achieve efficiencies and lower costs to our Cost of products sold and SG&A expenses and increase focus on revenue management. We can provide no assurance that such mitigation will be available or effective in the future.
Seasonality
Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal. This has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See “Our business is subject to seasonal volatility” in Item 1A. Risk Factors.
Foreign Currency
Certain net sales and costs of our international operations are denominated in the local currency of the respective countries. As such, sales and profits from these subsidiaries may be impacted by fluctuations in the value of these local currencies relative to the U.S. dollar. We also have significant intercompany financing arrangements that may result in gains and losses in our results of operations. In an effort to mitigate the impact of currency exchange rate effects, we may hedge certain operational and intercompany transactions; however, our hedging strategies may not fully offset gains and losses recognized in our results of operations.
Commitments and Contingencies
Legal Proceedings
We are subject to a number of legal proceedings in various jurisdictions arising out of our operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We review legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we believe that the Company’s liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal claims
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which are likely to be asserted, is not reasonably likely to be material to its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.
Refer to Note 19 in Notes to Consolidated Financial Statements for more information.
Contractual Obligations
We have significant contractual obligations to fulfill our business operations including the repayment of short- and long-term debt, periodic interest payments, minimum levels of pension funding, and other obligations including payments for various leases of real estate, vehicles, and equipment, and minimum fixed costs to be paid to third party logistics vendors. We are also party to various service and supply contracts that generally extend one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. In addition, we have various commitments related to service and supply contracts that contain penalty provisions for early termination. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. As of September 30, 2025, we do not believe such purchase arrangements or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future.
Environmental Matters
Our operations, like those of other companies, are subject to various federal, state, local and foreign laws and regulations intended to protect public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks, and waste handling and disposal. Accrued environmental costs at September 30, 2025 and 2024 were $7.7 and $7.9, respectively. It is difficult to quantify with reasonable certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
Critical Accounting Estimates
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade promotion programs, pension and postretirement benefit costs, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, we evaluate our estimates, but actual results could differ materially from those estimates.
Our most critical accounting estimates are revenue recognition, pension and other postretirement benefits, the valuation of long-lived assets (including property, plant and equipment), income taxes (including uncertain tax positions) and valuation related to goodwill and intangible assets. A summary of our significant accounting policies is contained in Note 2 of Notes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of our accounting policies. We believe the following accounting policies are the most critical in understanding the estimates and judgments that are involved in preparing our financial statements.
Revenue Recognition
Our revenue is generated by the sales of finished products to customers. Those sales primarily contain a single performance obligation and revenue is recognized at a single point in time when that control of goods passes to the customer, which is predominantly on the date of receipt by the customer.
The Company allows for returns of products under limited circumstances. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. At the time of sale, we reduce net sales and cost of products sold for anticipated returns based upon an estimated return level. The timing of returns of Sun Care products can vary in different regions, based on climate and other factors. However, the majority of returns occur in the U.S. from September through January, following the summer Sun Care season. We estimate the level of Sun Care returns as the Sun Care season progresses, using a variety of inputs including historical
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experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates and inventory positions at key retailers. We monitor shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows us to manage shipment activity to our customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors, including, but not limited to, weather conditions, customer inventory levels and competitive activity. Based on our fiscal 2025 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $4.7 and our reported operating income by $4.7. At September 30, 2025 and 2024, our reserve on the Consolidated Balance Sheet for returns was $42.8 and $50.3, respectively.
We offer a variety of trade promotional programs, primarily to our retail customers, designed to promote sales of our products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. We accrue, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, we offer programs directly to consumers to promote the sale of our products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. The actual amounts paid may be different from such estimates. These differences, which have historically not been significant, are recognized as a change in estimate in a subsequent period.
Pension Plans and Other Postretirement Benefits
The determination of our obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by us and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, and future salary increases, where applicable. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension and other post-retirement obligations. In determining the discount rate, we use the yield on high-quality bonds that coincide with the cash flows of our plans’ estimated payouts. For our U.S. plans, which represent our most significant obligations, we use the Mercer yield curve in determining the discount rates.
We utilize a spot discount rate approach to estimate service and interest components of net periodic benefit cost for our pension benefits. The spot discount rate approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows and is a more precise application of the yield curve spot rates used in the traditional single discount rate approach.
Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on our annual earnings, prospectively. Based on plan assets at September 30, 2025, a one percentage point decrease or increase in expected asset returns would increase or decrease our pension expense by approximately $44.1. In addition, it may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease, leading to lower or higher pension obligations, respectively. A one percentage point decrease in the discount rate would increase pension obligations by approximately $4.2 at September 30, 2025.
As allowed under GAAP, our U.S. qualified pension plan uses market related value, which recognizes market appreciation or depreciation in the portfolio over five years, thereby reducing the short-term impact of market fluctuations.
We have historically provided defined benefit pension plans to our eligible employees, former employees and retirees. We fund our pension plans in compliance with the Employee Retirement Income Security Act of 1974 or local funding requirements.
Further detail on our pension and other post-retirement benefit plans is included in Note 14 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets
We periodically evaluate our long-lived assets, including property, plant and equipment, goodwill, and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist. We estimate fair value using valuation techniques such as discounted cash flows. This requires management to make assumptions regarding future income, working capital, and discount rates, which would affect the impairment calculation.
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Income Taxes
Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items reflected in our financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our financial statements, or assets recorded at estimated fair value in business combinations for which there was no corresponding tax basis adjustment.
We estimate income taxes and the effective income tax rate in each jurisdiction that we operate. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.
We operate in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. We evaluate our tax positions and establish liabilities in accordance with guidance governing accounting for uncertainty in income taxes. We review these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly.
Further detail on Income Taxes is included in Note 4 of Notes to Consolidated Financial Statements.
Goodwill and Intangible Asset Valuations
Certain business acquisitions have resulted in the recording of goodwill and trade names and brands which are not amortized. At September 30, 2025 and 2024 we had goodwill of $1,291.1 and $1,338.6, respectively. We have indefinite-lived trade names and brands with a carrying value of approximately $601.6 and $597.7 at September 30, 2025 and 2024, respectively. We perform our annual impairment assessment for goodwill and indefinite-lived intangible assets as of July 1st and more frequently if indicators of impairment exist. We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.
In conducting a qualitative assessment, the Company analyzes a variety of events and factors that may influence the fair value of the reporting unit or indefinite-lived intangible asset, including, but not limited to: the results of prior quantitative assessments performed; macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, share price and other relevant factors. Significant judgment is used to evaluate the totality of these events and factors to make a determination of whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible is less than its carrying value.
For our annual impairment assessment as of July 1, 2025, the Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate all goodwill reporting units and certain trade names and brands. The Company elected to perform a qualitative assessment on the other indefinite-lived intangible asset noting no events that indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment.
Goodwill
Annual Impairment Test
The Company performed a quantitative assessment for the Wet Shave, Skin Care, Sun Care and Feminine Care reporting units. We utilized independent valuation specialists and industry accepted valuation models in calculating the fair value of each reporting unit. In performing a quantitative assessment, we estimated the fair value of the Wet Shave, Skin Care and Sun Care reporting units by using an equally weighted income and market approach. For the Feminine Care reporting unit, we determined the fair value under the market approach.
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The income approach uses the discounted cash flow method and incorporates each reporting unit’s projections of estimated operating results and future cash flows and a market participant discount rate based on a weighted-average cost of capital. The projections for future cash flows are based on the company’s annual business and long-term strategic plan to determine a five-year period of forecasted cash flows. The financial projections reflect management’s best estimate of economic and market conditions over the five-year projected period including forecasted revenue growth, EBITDA margin, tax rate, capital expenditures, depreciation and amortization and changes in working capital requirements. Other assumptions include discount rate and terminal growth rate.
The market approach uses the guideline public company method to calculate the fair value of each reporting unit by applying earnings multiples to the operating performance of each reporting unit. The multiples are derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. The multiples are adjusted given the specific characteristics of the reporting unit including its position in the market relative to the guideline companies and applied to the reporting unit’s operating data to arrive at an indication of fair value. For the Feminine Care reporting unit, the market approach was based on an offer received to purchase this reporting unit given, concurrent with the annual impairment analysis, additional information related to the potential sale of this business developed indicating that the offer was the best evidence of fair value. As discussed in Note 21 of Notes to Consolidated Financial Statements, the Company entered into a definitive agreement to sell this reporting unit for a purchase price of $340.0.
We also corroborate the fair value through a market capitalization reconciliation to determine whether the implied control premium is reasonable based on recent market transactions and other qualitative considerations.
The key assumptions and estimates for the market and income approaches used to determine fair value of the reporting units include market multiples, determination of comparable publicly traded companies, discount rates, terminal growth rates, future levels of revenue growth and EBITDA margins based upon our annual business and strategic plan. The assumptions used for the income approach include a weighted-average cost of capital ranging from 11.0% to 12.0% and terminal growth rates of 2.5%.
Based on the results of our annual quantitative assessment performed as of July 1, 2025, the carrying value of the Feminine Care reporting unit was greater than the fair value resulting in a non-cash goodwill impairment charge of $51.1, reflecting a partial impairment of the reporting unit.
The fair values of our Wet Shave and Skin Care reporting units exceeded their respective carrying values by 15% and 13%, respectively. The carrying value of the goodwill of our Wet Shave and Skin Care reporting units as of July 1, 2025 was $1,571.0 and $432.0, respectively.
Q4 Triggering Event
At September 30, 2025, after evaluating our sustained decrease in stock price and market capitalization, we concluded that there was a triggering event for our Wet Shave and Skin Care reporting unit requiring an interim impairment analysis. Based on timing and signing of the Feminine Care reporting unit sale agreement, the purchase price within the signed agreement reaffirmed that the fair value utilized as a part of the annual analysis remained unchanged and as such we concluded that there was not a triggering event for the Feminine Care reporting unit. The interim impairment analysis for our Wet Shave and Skin Care reporting unit was performed as of September 30, 2025, using the same approach as of July 1, 2025 to determine the fair value of reporting units. Based on this impairment analysis, the fair values of our Wet Shave and Skin Care reporting units exceeded their respective carrying values by 7% and 16%, respectively, and were deemed to be at-risk of future impairment. The carrying value of these reporting units closely approximated the amounts as of July 1, 2025. A sensitivity analysis of key assumptions for the Wet Shave and Skin Care reporting units was performed. The table below presents the change in fair value of the Wet Shave and Skin Care reporting units with adjustments to certain key assumptions based on the September 30, 2025 interim impairment test date.
| Discount rate increased by 100 bps | Market multiple decreased by 1.0x | Decrease in projected revenue by 5% | Decrease in projected EBITDA margin by 5% | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Wet Shave reporting unit | |||||||||||
| Change in fair value | $ | (78.9) | $ | (115.4) | $ | (66.9) | $ | (69.1) | |||
| % by which fair value exceeds/(below) carrying amount | 2.0 | % | (0.3) | % | 2.8 | % | 2.6 | % | |||
| Skin Care reporting unit | |||||||||||
| Change in fair value | $ | (27.7) | $ | (23.1) | $ | (21.6) | $ | (22.2) | |||
| % by which fair value exceeds/(below) carrying amount | 9.6 | % | 10.7 | % | 11.1 | % | 10.9 | % |
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If actual results are not consistent with management's estimates and assumptions, a material impairment charge of goodwill could occur, which would have a material adverse effect on our consolidated financial statements.
Indefinite-lived intangible assets
Annual Impairment Test
The Company elected to bypass the qualitative assessment and perform a quantitative assessment of the Schick, Bulldog, Wet Ones, Hawaiian Tropic and Banana Boat trade names. We performed a qualitative test of impairment for the Carefree/Stayfree/o.b indefinite-lived intangible asset. If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment loss. Based on the results of our annual impairment assessment performed as of July 1, 2025, the fair values of each indefinite-lived intangible asset exceeded its carrying value and no impairments were recorded.
In performing a quantitative assessment of these trade names, we estimate the fair value using the relief-from-royalty method and multi-period excess earnings method. The relief-from-royalty method requires assumptions related to projected revenues from our annual and strategic plans; assumed royalty rates that could be payable if we did not own the trade name or brand; and a market participant discount rate based on a weighted-average cost of capital. The multi-period excess earnings method requires assumptions related to projected revenues and EBITDA from our annual and strategic plans; contributory asset charges; and a market-participant discount rate based on a weighted-average cost of capital.
The key assumptions used in our relief-from-royalty model included revenue growth rates, the discount rate, terminal growth rate and assumed royalty rate. Revenue growth assumptions are based on historical trends and management’s expectations for future growth by brand. The key assumptions used in our multi-period excess earnings method include revenue growth rates, EBITDA margin, discount rate and terminal growth rate. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar publicly traded companies. Terminal growth rates are based on industry market data. We estimated royalty rates based on the operating profits of the brand. The assumptions used for the relief-from-royalty method include a weighted-average cost of capital ranging from 11.25% to 12.25%, royalty rates ranging from 2.0% to 5.0% and terminal growth rate of 2.5%.
The fair values of our Bulldog and Banana Boat trade names exceeded their respective carrying values by 9% and 4%, respectively, and were deemed to be at-risk of future impairment. The carrying value of our Bulldog and Banana Boat trade names as of July 1, 2025 was $10.2 and $277.2, respectively. A sensitivity analysis of key assumptions for the Bulldog and Banana Boat trade names was performed. The table below presents the change in fair value of the Bulldog and Banana Boat trade names with adjustments to certain key assumptions based on the July 1, 2025 annual impairment test date.
| Discount rate increased by 100 bps | Royalty rate decreased by 50 bps | Decrease in projected revenue by 10% | ||||||
|---|---|---|---|---|---|---|---|---|
| Bulldog | ||||||||
| Change in fair value | $ | (0.1) | $ | (0.8) | $ | (0.3) | ||
| % by which fair value exceeds/(below) carrying amount | 7.6 | % | 1.0 | % | 5.7 | % |
| Discount rate increased by 25 bps | Decrease in projected revenue by 2.5% | Decrease in projected EBITDA margin by 2.5% | ||||||
|---|---|---|---|---|---|---|---|---|
| Banana Boat | ||||||||
| Change in fair value | $ | (7.7) | $ | (7.9) | $ | (9.1) | ||
| % by which fair value exceeds/(below) carrying amount | 1.1 | % | (2.8) | % | 0.6 | % |
If actual results are not consistent with management's estimate and assumptions, a material impairment charge of our trade names and brands could occur, which could have a material adverse effect on our consolidated financial statements.
For further discussion, see Note 8 of the Notes to Consolidated Financial Statements.
Determining the fair value of a reporting unit and indefinite-lived intangible assets requires the use of significant judgment, estimates and assumptions. While we believe that the estimates and assumptions underlying the valuation methodologies are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of the charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections.
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Recently Issued Accounting Standards
Refer to Note 2 of Notes to Consolidated Financial Statements for a discussion regarding recently issued accounting standards and their estimated impact on our financial statements.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001628280-24-047916.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included in this Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed in Item 1A. Risk Factors and “Forward-Looking Statements” included within this Annual Report on Form 10-K.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items which are considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given certain significant events, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency.
The following provides additional detail on our non-GAAP measures for the periods presented:
•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency translation.
•Segment profit will be impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.
•Additionally, we utilize “adjusted” non-GAAP measures, including adjusted gross margin, adjusted selling general and administrative (“SG&A”), adjusted operating income, adjusted effective tax rate, adjusted net earnings, and adjusted diluted net earnings per share internally to make operating decisions.
All comparisons are with the same period in the prior year, unless otherwise noted.
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Executive Summary
The following is a summary of key results for fiscal 2024, 2023 and 2022. Net earnings and diluted earnings per share (“EPS”) for the time periods presented were impacted by certain costs or income, as described in the table below. The impact of these items on reported net earnings and EPS are provided as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, both of which are non-GAAP measures.
Fiscal 2024
•Net sales in fiscal 2024 increased $2.1, or 0.1%, to $2,253.7, including a $2.2, or 0.1%, unfavorable impact due to currency movements. Organic net sales increased $4.3, or 0.2%, as 7.3% growth in international markets, reflecting both increased volumes and price, was partially offset by a 3.8% decrease in North America organic net sales, primarily reflecting volume declines in Feminine Care, Wet Shave and Wet Ones, partially offset by organic growth across Sun Care and Grooming.
•Net earnings for fiscal 2024 decreased $16.1, or 14.0%, to $98.6. On an adjusted basis, net earnings for fiscal 2024 increased 13.8% to $153.0. Adjusted net earnings increased primarily due to higher gross margin.
•Diluted net earnings per share during fiscal 2024 was $1.97 compared to earnings of $2.21 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings per diluted share during fiscal 2024 were $3.05 compared to $2.59 in the prior year.
| Year Ended September 30, 2024 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP - Reported | $ | 955.7 | $ | 430.1 | $ | 199.3 | $ | 120.9 | $ | 22.3 | $ | 98.6 | $ | 1.97 | ||||||||||||
| Restructuring and repositioning expenses | — | 0.1 | 36.0 | 36.0 | 8.8 | 27.2 | 0.54 | |||||||||||||||||||
| Acquisition and integration costs | 3.3 | 2.8 | 6.1 | 6.1 | 1.5 | 4.6 | 0.09 | |||||||||||||||||||
| Sun Care reformulation | — | — | 4.4 | 4.4 | 1.1 | 3.3 | 0.07 | |||||||||||||||||||
| Wet Ones manufacturing plant fire | 12.2 | — | 12.2 | 12.2 | 3.0 | 9.2 | 0.18 | |||||||||||||||||||
| Legal matters | — | 3.9 | 3.9 | 3.9 | 1.0 | 2.9 | 0.06 | |||||||||||||||||||
| Loss on investment | — | — | — | 3.1 | — | 3.1 | 0.06 | |||||||||||||||||||
| Other project costs | — | 5.3 | 5.3 | 5.3 | 1.2 | 4.1 | 0.08 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 971.2 | $ | 418.0 | $ | 267.2 | $ | 191.9 | $ | 38.9 | $ | 153.0 | $ | 3.05 | ||||||||||||
| GAAP as a percent of net sales | 42.4 | % | 19.1 | % | 8.8 | % | GAAP effective tax rate | 18.5 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 43.1 | % | 18.5 | % | 11.9 | % | Adjusted effective tax rate | 20.3 | % |
| Year Ended September 30, 2023 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP - Reported | $ | 940.8 | $ | 409.6 | $ | 227.0 | $ | 147.7 | $ | 33.0 | $ | 114.7 | $ | 2.21 | ||||||||||||
| Restructuring and repositioning expenses | 0.2 | 0.3 | 17.1 | 17.1 | 4.4 | 12.7 | 0.24 | |||||||||||||||||||
| Acquisition and integration costs | — | 7.5 | 7.5 | 7.5 | 1.8 | 5.7 | 0.11 | |||||||||||||||||||
| SKU rationalization | (1.7) | — | (1.7) | (1.7) | (0.4) | (1.3) | (0.03) | |||||||||||||||||||
| Sun Care reformulation (1) | (1.4) | — | 1.9 | 1.9 | 0.5 | 1.4 | 0.03 | |||||||||||||||||||
| Legal matters | — | (6.3) | (6.3) | (6.3) | (1.5) | (4.8) | (0.09) | |||||||||||||||||||
| Pension settlement expense | — | — | — | 7.9 | 2.1 | 5.8 | 0.11 | |||||||||||||||||||
| Other project costs | — | 0.4 | 0.4 | 0.4 | 0.1 | 0.3 | 0.01 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 937.9 | $ | 407.7 | $ | 245.9 | $ | 174.5 | $ | 40.0 | $ | 134.5 | $ | 2.59 | ||||||||||||
| GAAP as a percent of net sales | 41.8 | % | 18.2 | % | 10.1 | % | GAAP effective tax rate | 22.3 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 41.7 | % | 18.1 | % | 10.9 | % | Adjusted effective tax rate | 23.0 | % |
(1) Also includes pre-tax research and development (“R&D) costs of $3.3 related to the reformulation, recall, and destruction of certain Sun Care products
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| Year Ended September 30, 2022 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 880.5 | $ | 389.1 | $ | 182.3 | $ | 124.1 | $ | 24.6 | $ | 99.5 | $ | 1.85 | ||||||||||||
| Restructuring and repositioning expenses | 0.1 | 0.8 | 16.2 | 16.2 | 4.2 | 12.0 | 0.23 | |||||||||||||||||||
| Acquisition and integration costs | 0.8 | 9.1 | 9.9 | 9.9 | 1.3 | 8.6 | 0.16 | |||||||||||||||||||
| SKU rationalization | 22.5 | — | 22.5 | 22.5 | 5.5 | 17.0 | 0.32 | |||||||||||||||||||
| Sun Care reformulation | 3.5 | — | 4.6 | 4.6 | 1.2 | 3.4 | 0.06 | |||||||||||||||||||
| Legal matters, net of income taxes | — | (7.5) | (7.5) | (7.5) | (1.8) | (5.7) | (0.11) | |||||||||||||||||||
| Value-added tax settlement costs | — | 3.4 | 3.4 | 3.4 | 1.1 | 2.3 | 0.04 | |||||||||||||||||||
| Pension settlement expense | — | — | — | 1.8 | 0.4 | 1.4 | 0.03 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 907.4 | $ | 383.3 | $ | 231.4 | $ | 175.0 | $ | 36.5 | $ | 138.5 | $ | 2.58 | ||||||||||||
| GAAP as a percent of net sales | 40.5 | % | 17.9 | % | 8.4 | % | GAAP effective tax rate | 19.9 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 41.8 | % | 17.6 | % | 10.7 | % | Adjusted effective tax rate | 20.9 | % |
For further discussion of these items refer to Note 20 of Notes to Consolidated Financial Statements.
Operating Results
The following table presents changes in net sales for fiscal 2024 and 2023 and provides a reconciliation of organic net sales to reported amounts.
Net Sales
| Net Sales - Total Company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | %Chg | ||||||||||
| Net sales - prior year | $ | 2,251.6 | $ | 2,171.7 | |||||||||
| Organic | 4.3 | 0.2 | % | 94.0 | 4.3 | % | |||||||
| Impact of Billie acquisition, net | — | — | % | 12.0 | 0.6 | % | |||||||
| Impact of currency | (2.2) | (0.1) | % | (26.1) | (1.2) | % | |||||||
| Net sales - current year | $ | 2,253.7 | 0.1 | % | $ | 2,251.6 | 3.7 | % |
For fiscal 2024, net sales were $2,253.7, an increase of $2.1, or 0.1%, including a $2.2, or 0.1%, unfavorable impact due to currency movements. Organic net sales increased $4.3, or 0.2%, as 7.3% growth in international markets, reflecting both increased volumes and price, was partially offset by a 3.8% decrease in North America organic net sales, primarily reflecting volume declines in Feminine Care, Wet Shave and Wet Ones, partially offset by organic growth across Sun Care and Grooming.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $955.7 in fiscal 2024, as compared to $940.8 in fiscal 2023, an increase of $14.9, or 1.6%. Gross margin for fiscal 2024 was 42.4% of net sales compared to 41.8% in the prior year period. Adjusted gross margin increased 140-basis points, as productivity savings of approximately 280-basis points and favorable price of approximately 115-basis points, more than offset core inflation and transitory cost headwinds related to unfavorable absorption and heightened unit cost inflation trapped in inventory of approximately 185-basis points, and unfavorable mix of approximately 70-basis points.
Selling, General and Administrative Expense
SG&A was $430.1, or 19.1%, of net sales in fiscal 2024 compared to $409.6, or 18.2%, of net sales in the prior year period. Adjusted SG&A increased 40-basis points to 18.5% of net sales, primarily driven by higher people expenses, legal costs, and broker costs, partially offset by operational efficiency savings, lower bad debt expense and lower incentive compensation expense.
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Advertising and Sales Promotion Expense
For fiscal 2024, Advertising and Sales Promotion Expense (“A&P”) was $232.0, up $2.9, or 1.3%, compared to fiscal 2023. A&P was 10.3% of net sales for fiscal 2024, compared with 10.2% in fiscal 2023. The increase in A&P was primarily due to incremental investment in Women’s grooming and Sun Care, partially offset by Wet Shave.
Research and Development Expense
Research and development expense (“R&D”) in fiscal 2024 was $58.4, a decrease of $0.1, or 0.2%, compared to $58.5 in the prior year. R&D remained flat at 2.6% of net sales.
Restructuring Charges
We incurred $36.0 in restructuring charges in fiscal 2024, consisting largely of severance, project implementation and other exit costs. This includes a $15.6 restructuring charge related to certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. We expect to incur restructuring charges of approximately $29 in fiscal 2025.
Interest Expense Associated with Debt
Interest expense associated with debt for fiscal 2024 was $76.5, a decrease of $2.0, or 2.5%, as compared to $78.5 in fiscal 2023. The decrease in interest expense was the result of a lower overall debt balance on the Company’s Revolving Credit Facility, partially offset by higher interest rates.
Other Expense (income), Net
Other expense (income), net was expense of $1.9 in fiscal 2024 compared to expense of $0.8 in fiscal 2023, which included currency hedge and remeasurement gains of $8.3 in fiscal 2024 compared to $12.7 in fiscal 2023. Current year expense reflects lower pension expense compared to the prior period, a loss on investment, and higher interest income. Prior year expense includes the loss on the settlement of the Canada defined benefit pension plan of $7.9.
Income Tax Provision
Income taxes, which include federal, state and foreign taxes, were 18.5% and 22.3% of Earnings before income taxes in fiscal 2024 and 2023, respectively. The fiscal 2024 effective tax rate reflects a favorable mix of earnings in lower tax rate jurisdictions and the impact of a change in the Company’s prior estimates. On an adjusted basis, the effective tax rate for fiscal 2024 was 20.3% compared to 23.0% in the prior year.
Our effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate jurisdictions, earnings increases in higher tax rate jurisdictions, or repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax provision estimates could increase or decrease future tax provisions.
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Segment Results
Segment performance is evaluated based on segment profit, excluding certain U.S. GAAP items that management does not believe are indicative of ongoing operating performance due to their unusual or non-recurring nature and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Financial items, such as interest income and expense, are managed on a global basis at the corporate level and therefore are excluded from segment profit. The exclusion of such charges from segment results reflects management’s view on how management monitors and evaluates segment operating performance, generates future operating plans and makes strategic decisions regarding the allocation of capital.
Our operating model includes some shared business functions across segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis in which shared business functions are allocated between segments.
The following tables present changes in segment net sales and segment profit for fiscal 2024 and 2023, and also provides a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of Segment profit to Earnings before income taxes, see Note 20 of Notes to Consolidated Financial Statements.
Wet Shave
| Net Sales - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | %Chg | ||||||||||
| Net sales - prior year | $ | 1,230.9 | $ | 1,242.5 | |||||||||
| Organic | 3.0 | 0.2 | % | 0.6 | — | % | |||||||
| Impact of Billie acquisition, net | — | — | % | 12.0 | 1.0 | % | |||||||
| Impact of currency | (4.6) | (0.3) | % | (24.2) | (1.9) | % | |||||||
| Net sales - current year | $ | 1,229.3 | (0.1) | % | $ | 1,230.9 | (0.9) | % |
Wet Shave net sales for fiscal 2024 were $1,229.3, a decrease of $1.6, or 0.1%, as compared to the prior year period, including $4.6, or 0.3%, unfavorable impact from currency. Organic net sales increased $3.0, or 0.2%, driven by a 7.3% increase in International organic sales, driven by both higher volumes and price. North America sales declined 7.2%, primarily due to lower volumes. North America sales were impacted by continued weak category and channel dynamics, particularly in the highly promotional drug channel, along with heightened competitive dynamics in Women’s shave, as well as significant declines in Shave Preps and Disposables.
| Segment Profit - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | |||||||||||
| Segment profit - prior year | $ | 158.3 | $ | 174.5 | |||||||||
| Organic | 47.4 | 29.9 | % | 9.3 | 5.3 | % | |||||||
| Impact of currency | (1.8) | (1.1) | % | (25.5) | (14.6) | % | |||||||
| Segment profit - current year | $ | 203.9 | 28.8 | % | $ | 158.3 | (9.3) | % |
Wet Shave segment profit for fiscal 2024 was $203.9, an increase of $45.6, or 28.8%, and inclusive of a $1.8, or 1.1%, unfavorable impact from currency. Organic segment profit increased $47.4, or 29.9%, reflecting higher gross margin and lower marketing expense.
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Sun and Skin Care
| Net Sales - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | %Chg | ||||||||||
| Net sales - prior year | $ | 705.5 | $ | 638.5 | |||||||||
| Organic | 32.8 | 4.6 | % | 68.1 | 10.7 | % | |||||||
| Impact of currency | 2.5 | 0.4 | % | (1.1) | (0.2) | % | |||||||
| Net sales - current year | $ | 740.8 | 5.0 | % | $ | 705.5 | 10.5 | % |
Sun and Skin Care net sales for fiscal 2024 were $740.8, an increase of $35.3, or 5.0%. Organic net sales increased $32.8, or 4.6%, driven by Sun Care growth of 9.1% in International markets and 6.1% in North America, as well as 5.5% growth in global Grooming. These increases were partially offset by lower sales in Wet Ones primarily due to unfavorable volume impact related to a fire at our Sidney, Ohio manufacturing plant.
| Segment Profit - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | %Chg | ||||||||||
| Segment profit - prior year | $ | 137.4 | $ | 108.8 | |||||||||
| Organic | (7.3) | (5.3) | % | 28.7 | 26.4 | % | |||||||
| Impact of currency | 1.2 | 0.9 | % | (0.1) | (0.1) | % | |||||||
| Segment profit - current year | $ | 131.3 | (4.4) | % | $ | 137.4 | 26.3 | % |
Sun and Skin Care segment profit for fiscal 2024 was $131.3, a decrease of $6.1, or 4.4%. Organic segment profit decreased $7.3, or 5.3%, primarily driven by higher SG&A and marketing expenses, partially offset by higher gross margins.
Feminine Care
| Net Sales - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | %Chg | ||||||||||
| Net sales - prior year | $ | 315.2 | $ | 290.7 | |||||||||
| Organic | (31.5) | (10.0) | % | 25.3 | 8.7 | % | |||||||
| Impact of currency | (0.1) | — | % | (0.8) | (0.3) | % | |||||||
| Net sales - current year | $ | 283.6 | (10.0) | % | $ | 315.2 | 8.4 | % |
Feminine Care net sales for fiscal 2024 were $283.6, a decrease of $31.6, or 10.0%, primarily related to volume decline in Tampons and Pads.
| Segment Profit - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2024 | %Chg | 2023 | %Chg | ||||||||||
| Segment profit - prior year | $ | 49.7 | $ | 31.5 | |||||||||
| Organic | (20.8) | (41.9) | % | 19.2 | 61.0 | % | |||||||
| Impact of currency | (0.1) | (0.2) | % | (1.0) | (3.2) | % | |||||||
| Segment profit - current year | $ | 28.8 | (42.1) | % | $ | 49.7 | 57.8 | % |
Feminine Care segment profit for fiscal 2024 was $28.8, a decrease of $20.9, or 42.1%, mostly due to lower organic net sales and the resulting unfavorable impact on gross profit.
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General Corporate and Other Expenses
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| General corporate and other expenses | $ | (65.7) | $ | (68.7) | ||
| Restructuring and repositioning expenses | (36.0) | (17.1) | ||||
| Acquisition and integration planning costs | (6.1) | (7.5) | ||||
| SKU rationalization | — | 1.7 | ||||
| Sun Care reformulation | (4.4) | (1.9) | ||||
| Wet Ones manufacturing plant fire | (12.2) | — | ||||
| Legal matters | (3.9) | 6.3 | ||||
| Loss on investment | (3.1) | — | ||||
| Pension settlement expense | — | (7.9) | ||||
| Other project costs | (5.3) | (0.4) | ||||
| General corporate and other expenses | $ | (136.7) | $ | (95.5) | ||
| % of net sales | (6.1) | % | (4.2) | % |
During fiscal 2024, corporate expenses were $65.7, or 2.9%, of net sales, compared to $68.7, or 3.1%, of net sales in the prior year. The decrease in corporate expenses was primarily due to lower incentive compensation expense, partially offset by higher people expenses.
During fiscal 2024 and 2023, we incurred $36.0 and $17.1, respectively, in restructuring and repositioning expenses, consisting largely of severance, project implementation and other exit costs. This includes a $15.6 charge in fiscal 2024 related to certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. For further information, see Note 3 of Notes to Consolidated Financial Statements.
On December 1, 2023, a fire occurred at our Wet Ones manufacturing plant in Sidney, Ohio. There were no injuries reported and damage was limited to a single manufacturing process. As a consequence of the fire damage, there was a partial shutdown of the operations that manufacture Wet Ones raw materials. During fiscal 2024, we incurred $12.2 in incremental costs related to material charges, increased labor and absorption and other inefficiency costs as a result of the fire.
During fiscal 2024 we settled legal matters for certain class action advertising claims resulting in a charge of $3.9. During fiscal 2023 we settled a legal matter which resulted in a gain of $4.9 related to an intellectual property claim against a third party and also received a favorable court ruling regarding an international VAT matter which resulted in a gain of $2.2 from a release of the reserve previously established. For further information, see Note 19 of Notes to Consolidated Financial Statements.
During fiscal 2024, we recorded a charge of $3.1 for a loss on investment associated with an equity method investment and related note receivable as a result of a new contractual agreement.
During fiscal 2023, the Company released a reserve of $1.7 related to certain accrued expenses associated with the write-off of inventory for certain Wet Ones SKUs. This charge was included in Cost of products sold in the Consolidated Statements of Earnings and Comprehensive Income. Also, during fiscal 2023, the Company recorded a charge of $7.9 related to the wind-up of its Canadian defined benefit pension plan. For further information see Note 14 of Notes to Consolidated Financial Statements.
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Liquidity and Capital Resources
At September 30, 2024, we had cash of $209.1, a significant portion of which was located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 18 of Notes to Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings as of September 30, 2024 and 2023 were as follows:
| Interest Type | Currency | September 30, 2024 | September 30, 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Long-term notes | fixed | USD | $ | 1,250.0 | $ | 1,250.0 | |||
| Revolver loans borrowed under credit facility | variable | USD | 34.0 | 122.0 | |||||
| Short-term notes payable | variable | various | 24.5 | 19.5 | |||||
| Total borrowings | $ | 1,308.5 | $ | 1,391.5 |
Our Revolver utilization is summarized below.
| September 30, 2024 | September 30, 2023 | |||||
|---|---|---|---|---|---|---|
| Total Revolver Capacity | $ | 425.0 | $ | 425.0 | ||
| Less: Revolver Borrowings | 34.0 | 122.0 | ||||
| Less: Outstanding Letters of Credit | 5.3 | 5.9 | ||||
| Revolver Balance Available | $ | 385.7 | $ | 297.1 |
On April 2, 2024, (the “Restatement Date”), the Company and certain subsidiaries of the Company entered into a Restatement Agreement (the "Restatement Agreement") with Bank of America, N.A. as administrative agent and collateral agent ("BofA"), and the several lenders from time to time party thereto (together with BofA, the "Lenders"), which amended and restated the Company’s Credit Agreement, dated as of March 28, 2020 (as previously amended by that certain Amendment No. 1 to Credit Agreement, dated as of February 6, 2023, and as otherwise amended, amended and restated, supplemented or otherwise modified prior to the Restatement Date (the “Credit Facility”). All of the $425.0 of revolving facility commitments under the Credit Facility (the “Existing Revolving Facility Commitments”) were replaced with an equal amount of new revolving facility commitments (the “Replacement Revolving Facility Commitments”, collectively, with the Existing Revolving Facility Commitments, the “Revolving Credit Facility”) having substantially similar terms as the Existing Revolving Facility Commitments, except that the maturity date of the Replacement Revolving Facility Commitments will be the earlier of (i) April 2, 2029, and (ii) (a) March 2, 2028, if the aggregate outstanding amount of the Company’s 5.500% Senior Notes due 2028 is greater than $150.0 as of such date and (b) December 29, 2028, if the aggregate outstanding amount of the Company’s 4.125% Senior Notes due 2029 is greater than $150.0 of as such date, in each case, subject to certain exceptions. Refer to Note 13 of Notes to Consolidated Financial Statement for additional discussion.
On February 6, 2023, we amended our Revolving Credit Facility to transition from using the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) as LIBOR is no longer available as of June 30, 2023.
On August 5, 2024, we entered into the Seventh Amendment to that certain Master Accounts Receivable Purchase Agreement between Edgewell Personal Care, LLC and MUFG Bank, LTD., (the “Accounts Receivable Facility”) which amended the pricing index used to determine the purchase price for subject receivables from the Bloomberg Short Term Bank Yield Index (“BSBY”) to Term Secured Overnight Financing Rate (“SOFR”). The applicable margin that is added to the SOFR pricing index specific for each obligor was unchanged. Except as noted above, all other material terms, conditions, obligations, covenants or agreements contained in the Accounts Receivable Facility are unmodified in all respects and continue in full force and effect.
Effective February 7, 2022, we increased the maximum receivables sold facility amount under the Sixth Amendment to the Accounts Receivable Facility to $180.0 from $150.0. Refer to Note 11 of Notes to the Consolidated Financial Statements for further discussion on the Accounts Receivable Facility.
On August 5, 2022, we entered into that certain Master Receivable Assignment Agreement between the Company’s wholly-owned subsidiary Schick Japan K.K. and Concerto Receivables Corporation (the “Purchaser”), Tokyo Branch, a subsidiary of MUFG Bank, LTD. (the "Japan Agreement"). The Japan Agreement allows us to assign third party accounts receivable to the
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Purchaser and allows for the sale of up to ¥3,000 (approximately $20.0 using the exchange rate as of September 30, 2023) with limits set between individual customers. The terms of the agreement expire one year after the date of execution and will be renewed annually unless either party notifies of its intent not to renew. The assigned receivables will be discounted using the funding rate from the Tokyo Interbank Market plus 1.1%.
Historically, we have generated, and expect to continue to generate, favorable cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care business, typically resulting in higher net sales and increased cash generated in the second and third quarter of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under the Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs.
Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time to time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
In fiscal 2025, we expect our total capital expenditures to be in the range of $60 to $70 primarily on maintenance and productivity efforts across manufacturing facilities, new product development and information technology system enhancements. While we intend to fund these capital expenditures with cash generated from operations, we may also utilize our borrowing facilities.
During fiscal 2024, we did not make any contributions to our pension and post-retirement plans. Due to the election of certain terms of the American Rescue Plan Act, we were not required to make any cash contributions to our pension and postretirement plans in fiscal 2023. Pension contributions required beyond fiscal 2025 represent future pension payments to comply with local funding requirements in the U.S. only. The projected contributions for the U.S. pension plans total $6.5 in fiscal 2025, $7.0 in fiscal 2026, $5.0 in fiscal 2027, $4.5 in fiscal 2028, and $4.2 in fiscal 2029. Estimated contributions beyond fiscal 2029 are not determinable. The Company may also elect to make discretionary contributions.
Debt Covenants
The Revolving Credit Facility governing our outstanding debt at September 30, 2024 contains certain customary representations and warranties, financial covenants, covenants restricting our ability to take certain actions, affirmative covenants, and provisions relating to events of default. Under the terms of the Revolving Credit Facility, the ratio of our indebtedness to our earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the agreement and detailed below, cannot be greater than 4.0 to 1.0, however, there is an exception for acquisition activity. In addition, under the Revolving Credit Facility, the ratio of our EBITDA to total interest expense must exceed 3.0 to 1.0. If we fail to comply with these covenants or with other requirements of the Revolving Credit Facility, the lenders have the right to accelerate the maturity of the debt. Acceleration under one of our facilities would trigger cross-defaults on our other borrowings. Under the Revolving Credit Facility, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the Revolving Credit Facility allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, and operating expense reductions or synergies to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Total debt and interest expense are calculated in accordance with GAAP.
As of September 30, 2024, we were in compliance with the provisions and covenants associated with the Revolving Credit Facility.
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Cash Flows
A summary of our cash flow from operating, investing and financing activities is provided in the following table:
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Net cash from (used by): | ||||||
| Operating activities | $ | 231.0 | $ | 216.1 | ||
| Investing activities | (62.4) | (50.5) | ||||
| Financing activities | (179.4) | (146.5) | ||||
| Effect of exchange rate changes on cash | 3.5 | 8.6 | ||||
| Net (decrease) increase in cash and cash equivalents | $ | (7.3) | $ | 27.7 |
Operating Activities
Cash flow from operating activities was $231.0 in fiscal 2024, as compared to $216.1 in fiscal 2023. The increase in fiscal 2024 was driven by favorable changes in working capital, partially offset by decreased earnings.
Investing Activities
Cash flow used by investing activities was $62.4 in fiscal 2024 as compared to $50.5 in fiscal 2023. Capital expenditures were $56.5 during fiscal 2024, compared to $49.5 in the prior year period. The increase in cash used by investing activities is also due to an outflow of $6.5 for an investment in a business.
Financing Activities
Net cash used by financing activities was $179.4 in fiscal 2024 as compared to $146.5 in fiscal 2023. During fiscal 2024, we had net borrowings of $88.0 under the Revolving Credit Facility, compared to $33.0 in the prior year period. During fiscal 2024, we repurchased $58.5 of our common stock under our 2018 Board authorization to repurchase our common stock (the “Repurchase Plan”) compared to $75.2 in the prior year period. Dividend payments totaled $30.7 in fiscal 2024, compared to $31.5 in the prior year period. We had financing outflows for employee equity awards held for taxes totaling $7.3 in fiscal 2024, compared to $9.0 in the prior year period.
Dividends
The following is a summary of cash dividends paid and declared per share on the Company’s Common Stock during the year ended September 30, 2024
| Date Declared | Record Date | Payable Date | Amount Per Share | ||||
|---|---|---|---|---|---|---|---|
| August 1, 2023 | September 7, 2023 | October 4, 2023 | $ | 0.15 | |||
| November 2, 2023 | December 6, 2023 | January 4, 2024 | $ | 0.15 | |||
| February 1, 2024 | March 7, 2024 | April 4, 2024 | $ | 0.15 | |||
| May 8, 2024 | June 6, 2024 | July 9, 2024 | $ | 0.15 | |||
| August 6, 2024 | September 4, 2024 | October 3, 2024 | $ | 0.15 |
On October 31, 2024, the Board declared a quarterly cash dividend of $0.15 per common share for the fourth fiscal quarter of 2024. The dividend will be paid on January 8, 2025 to shareholders of record as the close of business on December 3, 2024.
Dividends declared during fiscal 2024 totaled $30.6. Payments made for dividends during fiscal 2024 totaled $30.7.
Inflation
Management recognizes that inflationary pressures may have an adverse effect on our company through higher material costs, labor and transportation costs, asset replacement costs and related depreciation, healthcare and other costs. We continued to navigate the challenging and uncertain inflationary environment and resultant cost pressure with a combination of productivity efforts to achieve efficiencies and lower costs to our Cost of products sold and SG&A expenses and increase focus on revenue management. We can provide no assurance that such mitigation will be available in the future.
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Seasonality
Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal. This has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See “Our business is subject to seasonal volatility” in Item 1A. Risk Factors.
Foreign Currency
Certain net sales and costs of our international operations are denominated in the local currency of the respective countries. As such, sales and profits from these subsidiaries may be impacted by fluctuations in the value of these local currencies relative to the U.S. dollar. We also have significant intercompany financing arrangements that may result in gains and losses in our results of operations. In an effort to mitigate the impact of currency exchange rate effects, we may hedge certain operational and intercompany transactions; however, our hedging strategies may not fully offset gains and losses recognized in our results of operations.
Commitments and Contingencies
Legal Proceedings
We are subject to a number of legal proceedings in various jurisdictions arising out of our operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We review legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we believe that the Company’s liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.
Refer to Note 19 in Notes to Consolidated Financial Statements for more information.
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Contractual Obligations
We have significant contractual obligations to fulfill our business operations including the repayment of short- and long-term debt, periodic interest payments, minimum levels of pension funding, and other obligations including payments for various leases of real estate, vehicles, and equipment, and minimum fixed costs to be paid to third party logistics vendors. We are also party to various service and supply contracts that generally extend one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. In addition, we have various commitments related to service and supply contracts that contain penalty provisions for early termination. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. As of September 30, 2024, we do not believe such purchase arrangements or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future.
Environmental Matters
Our operations, like those of other companies, are subject to various federal, state, local and foreign laws and regulations intended to protect public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks, and waste handling and disposal. Accrued environmental costs at September 30, 2024 and 2023 were $7.9 and $9.3, respectively. It is difficult to quantify with reasonable certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
Critical Accounting Estimates
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade promotion programs, pension and postretirement benefit costs, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, we evaluate our estimates, but actual results could differ materially from those estimates.
Our most critical accounting estimates are revenue recognition, pension and other postretirement benefits, the valuation of long-lived assets (including property, plant and equipment), income taxes (including uncertain tax positions) and valuation related to goodwill and intangible assets. A summary of our significant accounting policies is contained in Note 2 of Notes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of our accounting policies.
Revenue Recognition
Our revenue is generated by the sales of finished products to customers. Those sales primarily contain a single performance obligation and revenue is recognized at a single point in time when that control of goods passes to the customer, which is predominantly on the date of receipt by the customer.
The Company allows for returns of products under limited circumstances. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. At the time of sale, we reduce net sales and cost of products sold for anticipated returns based upon an estimated return level. The timing of returns of Sun Care products can vary in different regions, based on climate and other factors. However, the majority of returns occur in the U.S. from September through January, following the summer Sun Care season. We estimate the level of Sun Care returns as the Sun Care season progresses, using a variety of inputs including historical experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates and inventory positions at key retailers. We monitor shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows us to manage shipment activity to our customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors, including, but not limited to, weather conditions, customer inventory levels and competitive
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activity. Based on our fiscal 2024 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $4.7 and our reported operating income by $4.8. At September 30, 2024 and 2023, our reserve on the Consolidated Balance Sheet for returns was $50.3 and $53.5, respectively.
We offer a variety of trade promotional programs, primarily to our retail customers, designed to promote sales of our products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. We accrue, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, we offer programs directly to consumers to promote the sale of our products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. The actual amounts paid may be different from such estimates. These differences, which have historically not been significant, are recognized as a change in estimate in a subsequent period.
Pension Plans and Other Postretirement Benefits
The determination of our obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by us and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, and future salary increases, where applicable. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension and other post-retirement obligations. In determining the discount rate, we use the yield on high-quality bonds that coincide with the cash flows of our plans’ estimated payouts. For our U.S. plans, which represent our most significant obligations, we use the Mercer yield curve in determining the discount rates.
We utilize a spot discount rate approach to estimate service and interest components of net periodic benefit cost for our pension benefits. The spot discount rate approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows and is a more precise application of the yield curve spot rates used in the traditional single discount rate approach.
Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on our annual earnings, prospectively. Based on plan assets at September 30, 2024, a one percentage point decrease or increase in expected asset returns would increase or decrease our pension expense by approximately $4.2. In addition, it may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease, leading to lower or higher pension obligations, respectively. A one percentage point decrease in the discount rate would increase pension obligations by approximately $49.5 at September 30, 2024.
As allowed under GAAP, our U.S. qualified pension plan uses market related value, which recognizes market appreciation or depreciation in the portfolio over five years, thereby reducing the short-term impact of market fluctuations.
We have historically provided defined benefit pension plans to our eligible employees, former employees and retirees. We fund our pension plans in compliance with the Employee Retirement Income Security Act of 1974 or local funding requirements.
Further detail on our pension and other post-retirement benefit plans is included in Note 14 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets
We periodically evaluate our long-lived assets, including property, plant and equipment, goodwill, and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist. We estimate fair value using valuation techniques such as discounted cash flows. This requires management to make assumptions regarding future income, working capital, and discount rates, which would affect the impairment calculation.
Income Taxes
Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items reflected in our financial statements. Some of these differences are permanent,
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such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our financial statements, or assets recorded at estimated fair value in business combinations for which there was no corresponding tax basis adjustment.
We estimate income taxes and the effective income tax rate in each jurisdiction that we operate. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.
We operate in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. We evaluate our tax positions and establish liabilities in accordance with guidance governing accounting for uncertainty in income taxes. We review these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly.
Further detail on Income Taxes is included in Note 5 of Notes to Consolidated Financial Statements.
Goodwill and Intangible Asset Valuations
Certain business acquisitions have resulted in the recording of goodwill and trade names and brands which are not amortized. At September 30, 2024 and 2023 we had goodwill of $1,338.6 and $1,331.4, respectively. We have indefinite-lived trade names and brands with a carrying value of approximately $597.7 and $592.9 at September 30, 2024 and 2023, respectively. We perform our annual impairment assessment for goodwill and indefinite-lived intangible assets as of July 1st and more frequently if indicators of impairment exist. We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment.
In conducting a qualitative assessment, the Company analyzes a variety of events and factors that may influence the fair value of the reporting unit or indefinite-lived intangible asset, including, but not limited to: the results of prior quantitative assessments performed; macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, share price and other relevant factors. Significant judgment is used to evaluate the totality of these events and factors to make a determination of whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible is less than its carrying value.
For our annual impairment assessment as of July 1, 2024, the Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate certain goodwill reporting units and certain trade names and brands. The Company elected to perform a qualitative assessment on the other goodwill reporting units and indefinite-lived intangible assets noting no events that indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment.
Goodwill
The Company elected to perform a qualitative assessment of goodwill impairment for the Sun Care reporting unit and a quantitative assessment for the Wet Shave, Skin Care and Fem Care reporting units.
In performing a quantitative assessment, we estimated the fair value of each reporting unit by using a weighted income and market approach.
The income approach uses the discounted cash flow method and incorporates each reporting unit’s projections of estimated operating results and future cash flows and a market participant discount rate based on a weighted-average cost of capital. The projections for future cash flows are based on the company’s annual business and long-term strategic plan to determine a five-year period of forecasted cash flows. The financial projections reflect management’s best estimate of economic and market conditions over the five-year projected period including forecasted revenue growth, EBITDA margin, tax rate, capital
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expenditures, depreciation and amortization and changes in working capital requirements. Other assumptions include discount rate and terminal growth rate.
The market approach uses the guideline public company method to calculate the fair value of each reporting unit by applying earnings multiples to the operating performance of each reporting unit. The multiples are derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. The multiples are adjusted given the specific characteristics of the reporting unit including its position in the market relative to the guideline companies and applied to the reporting unit’s operating data to arrive at an indication of fair value.
We also corroborate the fair value through a market capitalization reconciliation to determine whether the implied control premium is reasonable based on recent market transactions and other qualitative considerations.
The key assumptions for the market and income approaches used to determine fair value of the reporting units are updated at least annually. Those assumptions and estimates include market multiples, determination of comparable publicly traded companies, discount rates, terminal growth rates, and future levels of revenue growth and EBITDA margins based upon our annual business and strategic plan. The assumptions used for the income approach include a weighted-average cost of capital of 11.0% and terminal growth rates of 2.50%.
Based on the results of our annual quantitative assessment performed as of July 1, 2024, the fair values of our Wet Shave, Skin Care and Feminine Care reporting units exceeded their respective carrying values by 29%, 29% and 21%, respectively.
If actual results are not consistent with management's estimates and assumptions, a material impairment charge of goodwill could occur, which would have a material adverse effect on our consolidated financial statements.
Indefinite-lived intangible assets
The Company elected to bypass the qualitative assessment and perform a quantitative assessment of the Schick and Bulldog trade names. We performed a qualitative test of impairment for all other indefinite-lived intangible assets.
In performing a quantitative assessment of these trade names, we estimate the fair value using the relief-from-royalty method which requires assumptions related to projected revenues from our annual and strategic plans; assumed royalty rates that could be payable if we did not own the trade name or brand; and a market participant discount rate based on a weighted-average cost of capital. If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment loss.
The key assumptions used in our relief-from-royalty model included revenue growth rates, the discount rate, terminal growth rate and assumed royalty rate. Revenue growth assumptions are based on historical trends and management’s expectations for future growth by brand. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar publicly traded companies. Terminal growth rates are based on industry market data. We estimated royalty rates based on the operating profits of the brand. The assumptions used for the relief-from-royalty method include a weighted-average cost of capital of 11.25%, terminal growth rate ranging from 0.25% to 2.50% and royalty rates ranging from 2.0% to 5.0%.
Based on the results of our annual quantitative assessment performed as of July 1, 2024, the fair values of our Schick and Bulldog trade names exceeded their respective carrying values by 70% and 14%, respectively.
If actual results are not consistent with management's estimate and assumptions, a material impairment charge of our trade names and brands could occur, which could have a material adverse effect on our consolidated financial statements.
For further discussion, see Note 9 of the Notes to Consolidated Financial Statements.
Determining the fair value of a reporting unit and indefinite-lived intangible assets requires the use of significant judgment, estimates and assumptions. While we believe that the estimates and assumptions underlying the valuation methodologies are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of the charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections.
Recently Issued Accounting Standards
Refer to Note 2 of Notes to Consolidated Financial Statements for a discussion regarding recently issued accounting standards and their estimated impact on our financial statements.
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FY 2023 10-K MD&A
SEC filing source: 0001628280-23-040139.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included in this Annual Report on Form 10-K. The fiscal 2022 amounts have been revised to reflect the immaterial revisions described in Item 8 - Note 1 and Note 19, in the notes to our Consolidated Financial Statements. In addition, the fiscal 2023 amounts have been updated from those preliminarily reported in our earnings release, dated November 9, 2023, as a result of the immaterial revisions to both the three-months ended and fiscal year ended September 30, 2023, as described in Item 8 - Note 1. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed in Item 1A. Risk Factors and “Forward-Looking Statements” included within this Annual Report on Form 10-K.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude certain costs deemed non-recurring in nature. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given the various significant events, including restructuring projects and recent acquisitions, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency. The following provides additional detail on our non-GAAP measures for the periods presented:
•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency and the impact of acquisitions and divestitures:
◦Organic net sales was unfavorably impacted in fiscal 2022 and 2023 by the Billie Acquisition as sales that were previously reported as third party sales to Billie were included as inter-company sales. Organic net sales for fiscal 2021 was impacted by the Cremo acquisition and the divestiture of the Infant and Pet Care products.
◦Segment profit was unfavorably impacted in fiscal 2022 as a result of a change in the timing of profit recognition due to the Billie Acquisition. Subsequent to the acquisition of Billie, profit previously earned on sales to Billie was deferred until Billie sold to a third party.
◦Segment profit will be impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.
•We utilize “adjusted” non-GAAP measures including gross profit, SG&A, operating income, income taxes, net earnings, and diluted earnings per share internally to make operating decisions. The following items are excluded when analyzing non-GAAP measures: restructuring and related costs, acquisition and integration costs, Sun Care reformulation, SKU rationalization, pension settlement expense, income from resolution of legal matters, VAT settlement costs, cost of early debt retirement and at times management excludes other costs and income.
All comparisons are with the same period in the prior year, unless otherwise noted.
Significant Events
Acquisitions
On November 29, 2021, we completed the acquisition of Billie, a leading U.S. based consumer brand company that offers a broad portfolio of personal care products for women, for a purchase price of $309.4, net of cash acquired, utilizing a combination of cash on hand and drawing on our U.S. revolving credit facility maturing in 2025 between the Company and Bank of America, N.A., as administrative agent, and lenders parties thereto (the “Revolving Credit Facility”). As a result, Billie became a wholly owned subsidiary of the Company. Refer to Note 3 of Notes to the Consolidated Financial Statements for further discussion.
23
Executive Summary
The following is a summary of key results for fiscal 2023, 2022 and 2021. Net earnings and diluted earnings per share (“EPS”) for the time periods presented were impacted by restructuring and related costs, acquisition and integration costs, SKU Rationalization, Sun Care reformulation, income from resolution of legal matters, pension settlement expense, VAT settlement costs, cost of early debt retirement and other costs or income, as described in the table below. The impact of these items on reported net earnings and EPS are provided below as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, which are non-GAAP measures.
Fiscal 2023
•Net sales in fiscal 2023 increased $79.9, or 3.7%, to $2,251.6, including a net benefit of $12.0 or 0.6% from the acquisition of Billie and a $26.1 or 1.2% unfavorable impact due to currency movements. Organic net sales increased $94.0, or 4.3%, reflecting growth in all segments, as increased pricing was only partly offset by a slight decrease in volumes. International markets increased 6.2%, reflecting both volume and price gains and were driven by strong double digit growth in Sun and Skin Care, and low single digit growth in Wet Shave. North America markets increased 3.3%, with growth in Sun Care, Feminine Care, Grooming and Wet One’s partly offset by a slight decline in Wet Shave.
•Net earnings for fiscal 2023 increased $15.2, or 15.3% to $114.7. On an adjusted basis, net earnings for fiscal 2023 decreased 2.9% to $134.5. Adjusted net earnings decreased primarily due to unfavorable currency movements.
•Diluted net earnings per share during fiscal 2023 was $2.21 compared to earnings of $1.85 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings per diluted share during fiscal 2023 were $2.59 compared to $2.58 in the prior year.
| Year Ended September 30, 2023 | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | |||||||||||||||||||||
| GAAP - Reported | $ | 940.8 | $ | 409.6 | $ | 227.0 | $ | 147.7 | $ | 33.0 | $ | 114.7 | $ | 2.21 | |||||||||||||
| Restructuring and related costs | 0.2 | 0.3 | 17.1 | 17.1 | 4.4 | 12.7 | 0.24 | ||||||||||||||||||||
| Acquisition and integration costs | — | 7.5 | 7.5 | 7.5 | 1.8 | 5.7 | 0.11 | ||||||||||||||||||||
| SKU rationalization | (1.7) | — | (1.7) | (1.7) | (0.4) | (1.3) | (0.03) | ||||||||||||||||||||
| Sun Care reformulation (1) | (1.4) | — | 1.9 | 1.9 | 0.5 | 1.4 | 0.03 | ||||||||||||||||||||
| Legal matters, net income | — | (6.3) | (6.3) | (6.3) | (1.5) | (4.8) | (0.09) | ||||||||||||||||||||
| Pension settlement expense | — | — | — | 7.9 | 2.1 | 5.8 | 0.11 | ||||||||||||||||||||
| Other costs | — | 0.4 | 0.4 | 0.4 | 0.1 | 0.3 | 0.01 | ||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 937.9 | $ | 407.7 | $ | 245.9 | $ | 174.5 | $ | 40.0 | $ | 134.5 | $ | 2.59 | |||||||||||||
| GAAP as a percent of net sales | 41.8 | % | 18.2 | % | 10.1 | % | GAAP effective tax rate | 22.3 | % | ||||||||||||||||||
| Adjusted as a percent of net sales | 41.7 | % | 18.1 | % | 10.9 | % | Adjusted effective tax rate | 23.0 | % |
(1) Also includes pre-tax research and development (“R&D) costs of $3.3 related to the reformulation, recall, and destruction of certain Sun Care products
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| Year Ended September 30, 2022 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP - Reported | $ | 880.5 | $ | 389.1 | $ | 182.3 | $ | 124.1 | $ | 24.6 | $ | 99.5 | $ | 1.85 | ||||||||||||
| Restructuring and related costs | 0.1 | 0.8 | 16.2 | 16.2 | 4.2 | 12.0 | 0.23 | |||||||||||||||||||
| Acquisition and integration costs | 0.8 | 9.1 | 9.9 | 9.9 | 1.3 | 8.6 | 0.16 | |||||||||||||||||||
| SKU rationalization | 22.5 | — | 22.5 | 22.5 | 5.5 | 17.0 | 0.32 | |||||||||||||||||||
| Sun Care reformulation | 3.5 | — | 4.6 | 4.6 | 1.2 | 3.4 | 0.06 | |||||||||||||||||||
| Legal matters, net income expense | — | (7.5) | (7.5) | (7.5) | (1.8) | (5.7) | (0.11) | |||||||||||||||||||
| Value-added tax settlement costs | — | 3.4 | 3.4 | 3.4 | 1.1 | 2.3 | 0.04 | |||||||||||||||||||
| Pension settlement expense | — | — | — | 1.8 | 0.4 | 1.4 | 0.03 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 907.4 | $ | 383.3 | $ | 231.4 | $ | 175.0 | $ | 36.5 | $ | 138.5 | $ | 2.58 | ||||||||||||
| GAAP as a percent of net sales | 40.5 | % | 17.9 | % | 8.4 | % | GAAP effective tax rate | 19.9 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 41.8 | % | 17.6 | % | 10.7 | % | Adjusted effective tax rate | 20.9 | % |
| Year Ended September 30, 2021 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 951.2 | $ | 391.2 | $ | 239.9 | $ | 147.1 | $ | 29.3 | $ | 117.8 | $ | 2.13 | ||||||||||||
| Restructuring and related charges | 0.6 | 8.7 | 30.1 | 30.1 | 7.5 | 22.6 | 0.41 | |||||||||||||||||||
| Acquisition and integration costs | 1.3 | 7.1 | 8.4 | 8.4 | 2.1 | 6.3 | 0.12 | |||||||||||||||||||
| Sun Care reformulation | 1.1 | — | 1.1 | 1.1 | 0.3 | 0.8 | 0.01 | |||||||||||||||||||
| Cost of early retirement of long-term debt | — | — | — | 26.1 | 6.4 | 19.7 | 0.36 | |||||||||||||||||||
| UK tax rate increase | — | — | — | — | (0.3) | 0.3 | — | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 954.2 | $ | 375.4 | $ | 279.5 | $ | 212.8 | $ | 45.3 | $ | 167.5 | $ | 3.03 | ||||||||||||
| GAAP as a percent of net sales | 45.6 | % | 18.7 | % | 11.5 | % | GAAP effective tax rate | 19.8 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 45.7 | % | 18.0 | % | 13.4 | % | Adjusted effective tax rate | 21.2 | % |
For further discussion of these items refer to Note 18 of Notes to Consolidated Financial Statements.
Operating Results
The following table presents changes in net sales for fiscal 2023 and 2022, as compared to the corresponding prior year period, and provides a reconciliation of organic net sales to reported amounts.
Net Sales
| Net Sales - Total Company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | %Chg | ||||||||||
| Net sales - prior year | $ | 2,171.7 | $ | 2,087.3 | |||||||||
| Organic | 94.0 | 4.3 | % | 80.4 | 3.9 | % | |||||||
| Impact of Billie acquisition, net | 12.0 | 0.6 | % | 74.9 | 3.6 | % | |||||||
| Impact of currency | (26.1) | (1.2) | % | (70.9) | (3.5) | % | |||||||
| Net sales - current year | $ | 2,251.6 | 3.7 | % | $ | 2,171.7 | 4.0 | % |
For fiscal 2023, net sales were $2,251.6, an increase of $79.9, or 3.7%, including a net benefit of $12.0 or 0.6% from the acquisition of Billie and a $26.1, or 1.2% unfavorable impact due to currency movements. Organic net sales increased $94.0, or 4.3%, reflecting growth in all segments, as increased pricing was only partially offset by a slight decrease in volumes. International markets increased 6.2%, driven by strong double digit growth in Sun and Skin Care and a low single digit growth
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in Wet Shave. North America markets increased 3.3%, with growth in Sun Care, Feminine Care, Grooming and Wet One’s partially offset by a slight decline in Wet Shave.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $940.8 in fiscal 2023, as compared to $880.5 in fiscal 2022, an increase of $60.3, or 6.8%, including a $33.7 unfavorable impact from currency movements. Gross margin as a percent of net sales for fiscal 2023 was 41.8% compared to 40.5% in the prior year period. Contributing to the increase were higher sales and the absence of a $22.5 charge within Cost of products sold in the prior year period for the write-off of inventory for certain Wet Ones SKUs and a related contract termination charge. Adjusted gross margin as a percent of net sales was 41.7% compared to 41.8% in the prior year period. The decrease of 10-basis points as productivity savings of 230-basis points and the benefit from higher pricing of 305-basis points were more than offset by gross inflationary pressures of approximately 400-basis points and 55-basis points of negative mix.
Selling, General and Administrative Expense
SG&A was $409.6, or 18.2%, of net sales in fiscal 2023 compared to $389.1, or 17.9%, of net sales in the prior year period primarily due to higher people costs and travel expenses. Adjusted SG&A as a percent of net sales was 18.1%, an increase of 50-basis points, as higher incentive compensation, people costs and travel expense was only partially offset by the benefits of leverage, savings from ongoing operational efficiency programs and favorable currency movements.
Advertising and Sales Promotion Expense
For fiscal 2023, A&P was $229.1, down $9.2, or 3.9%, compared to fiscal 2022. A&P as a percent of net sales was 10.2% for fiscal 2023, compared with 11.0% in fiscal 2022. The decrease in A&P was primarily due to lower media spend and agency fees partially offset by higher investment in Feminine Care.
Research and Development Expense
Research and development expense (“R&D”) was $58.5 in fiscal 2023, an increase of $3.0, or 5.4%, compared to the prior year. As a percent of net sales, R&D remained flat at 2.6%.
Interest Expense Associated with Debt
Interest expense associated with debt for fiscal 2023 was $78.5, an increase of $7.1, or 9.9%, as compared to $71.4 in fiscal 2022. The increase in interest expense was the result of higher interest rates and a higher overall debt balance on the Company’s Revolving Credit Facility compared to fiscal 2022.
Other Expense (income), Net
Other expense (income), net was income of $0.8 in fiscal 2023 compared to income of $13.2 in fiscal 2022, which included currency hedge and remeasurement gains of $12.7 in fiscal 2023 compared to $11.5 in fiscal 2022. Current year expense includes higher accounts receivable factoring costs, higher pension expense in the current year, including the loss on the settlement of the Canada Plan of $7.9 compared to a pension benefit in the prior year.
Income Tax Provision
Income taxes, which include federal, state and foreign taxes, were 22.3% and 19.9% of Earnings before income taxes in fiscal 2023 and 2022, respectively. On an adjusted basis, the effective tax rate for fiscal 2023 was 23.0% compared to 20.9% in the prior year. The fiscal 2023 effective tax rate reflects an unfavorable mix of earnings in low tax jurisdictions with an increase in valuation allowances partially offset by favorable discrete items including the impact of a change in our prior estimates.
Our effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate jurisdictions, earnings increases in higher tax rate jurisdictions, or repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax provision estimates could increase or decrease future tax provisions.
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Operating Model Redesign
In fiscal 2023, the Company is continuing to strengthen its operating model, simplify the organization and improve manufacturing and supply chain efficiency. As a result of these actions, we incurred charges of approximately $17.1 in fiscal 2023, primarily related to employee severance, project implementation and other exit costs.
Segment Results
Segment performance is evaluated based on segment profit, exclusive of general corporate expenses, share-based compensation costs, amortization of intangible assets, and costs associated with restructuring charges, acquisition and integration costs, SKU rationalization, and other non-standard expenses. The exclusion of such changes from segment results reflects management’s view on how it evaluates segment performance. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.
Our operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis, in which shared business functions are allocated between the segments on a percentage of net sales basis. Such allocations are estimates and do not represent the costs of such services if performed on a stand-alone basis.
The following tables present changes in segment net sales and segment profit for fiscal 2023 and 2022, as compared to the corresponding prior year periods, and also provide a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of Segment profit to Earnings before income taxes, see Note 18 of Notes to Consolidated Financial Statements. Net sales and segment profit activity related to Billie products were included in the Wet Shave segment for the post-acquisition period.
Wet Shave
| Net Sales - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | %Chg | ||||||||||
| Net sales - prior year | $ | 1,242.5 | $ | 1,215.9 | |||||||||
| Organic | 0.6 | — | % | 14.3 | 1.2 | % | |||||||
| Impact of Billie acquisition, net | 12.0 | 1.0 | % | 74.9 | 6.2 | % | |||||||
| Impact of currency | (24.2) | (1.9) | % | (62.6) | (5.2) | % | |||||||
| Net sales - current year | $ | 1,230.9 | (0.9) | % | $ | 1,242.5 | 2.2 | % |
Wet Shave net sales for fiscal 2023 was $1,230.9, a decrease of $11.6, or 0.9%, as compared to the prior year period, including $24.2 or 1.9% decline due to unfavorable impact from currency, partially offset by an increase of $12.0, or 1.0%, from the Billie Acquisition. Organic net sales were flat with an increase of $0.6, or 0.0%. Organic net sales were primarily impacted by increases in Women’s Systems, Disposables, and Men’s Shave Preps, offset by declines in Men’s Systems and Women’s Shave Preps. Organic net sales in International markets increased 1.2% compared to declines in North America of 1.1%.
| Segment Profit - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | |||||||||||
| Segment profit - prior year | $ | 174.5 | $ | 221.5 | |||||||||
| Organic | 9.3 | 5.3 | % | (21.2) | (9.5) | % | |||||||
| Impact of Billie acquisition, net | — | — | % | (6.8) | (3.1) | % | |||||||
| Impact of currency | (25.5) | (14.6) | % | (19.0) | (8.6) | % | |||||||
| Segment profit - current year | $ | 158.3 | (9.3) | % | $ | 174.5 | (21.2) | % |
Wet Shave segment profit for fiscal 2023 was $158.3, a decrease of $16.2, or 9.3%. Organic segment profit increased $9.3, or 5.3% primarily driven by growth in International markets and was partially offset by unfavorable impact from currency.
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Sun and Skin Care
| Net Sales - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | %Chg | ||||||||||
| Net sales - prior year | $ | 638.5 | $ | 585.3 | |||||||||
| Organic | 68.1 | 10.7 | % | 61.4 | 10.5 | % | |||||||
| Impact of currency | (1.1) | (0.2) | % | (8.2) | (1.4) | % | |||||||
| Net sales - current year | $ | 705.5 | 10.5 | % | $ | 638.5 | 9.1 | % |
Sun and Skin Care net sales for fiscal 2023 was $705.5, an increase of $67.0, or 10.5%. Organic net sales increased $68.1, or 10.7%, with organic net sales in International markets increasing 29.9% with the impact of favorable pricing and higher volumes. North America markets increased 5.8% with strong growth with favorable volumes in Grooming and Wet One’s and favorable pricing in Sun Care.
| Segment Profit - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | %Chg | ||||||||||
| Segment profit - prior year | $ | 108.8 | $ | 99.0 | |||||||||
| Organic | 28.7 | 26.4 | % | 11.4 | 11.5 | % | |||||||
| Impact of currency | (0.1) | (0.1) | % | (1.6) | (1.6) | % | |||||||
| Segment profit - current year | $ | 137.4 | 26.3 | % | $ | 108.8 | 9.9 | % |
Sun and Skin Care segment profit for fiscal 2023 was $137.4, an increase of $28.6, or 26.3%. Organic segment profit increased $28.7, or 26.4% driven by increased net sales and gross margin from favorable volumes of Sun Care products and Grooming, partially offset by higher commodity costs.
Feminine Care
| Net Sales - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | %Chg | ||||||||||
| Net sales - prior year | $ | 290.7 | $ | 286.1 | |||||||||
| Organic | 25.3 | 8.7 | % | 4.7 | 1.6 | % | |||||||
| Impact of currency | (0.8) | (0.3) | % | (0.1) | — | % | |||||||
| Net sales - current year | $ | 315.2 | 8.4 | % | $ | 290.7 | 1.6 | % |
Feminine Care net sales for fiscal 2023 was $315.2, an increase of $24.5, or 8.4%. Organic segment net sales increased $25.3, or 8.7%, with growth in North America markets of 8.0% driven largely by pricing.
| Segment Profit - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2023 | %Chg | 2022 | %Chg | ||||||||||
| Segment profit - prior year | $ | 31.5 | $ | 37.5 | |||||||||
| Organic | 19.2 | 61.0 | % | (5.9) | (15.7) | % | |||||||
| Impact of currency | (1.0) | (3.2) | % | (0.1) | (0.3) | % | |||||||
| Segment profit - current year | $ | 49.7 | 57.8 | % | $ | 31.5 | (16.0) | % |
Feminine Care segment profit for fiscal 2023 was $49.7, an increase of $18.2, or 57.8%. The increase is primarily due to favorable pricing offset by higher marketing expense.
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General Corporate and Other Expenses
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| General corporate and other expenses | $ | (68.7) | $ | (54.0) | ||
| Restructuring and related costs | (17.1) | (16.2) | ||||
| Acquisition and integration planning costs | (7.5) | (9.9) | ||||
| SKU rationalization | 1.7 | (22.5) | ||||
| Sun Care reformulation | (1.9) | (4.6) | ||||
| Legal matters, net income | 6.3 | 7.5 | ||||
| Value- added tax settlement costs | — | (3.4) | ||||
| Pension settlement expense | (7.9) | (1.8) | ||||
| Other | (0.4) | — | ||||
| General corporate and other expenses | $ | (95.5) | $ | (104.9) | ||
| % of net sales | (4.2) | % | (4.8) | % |
For fiscal 2023, general corporate expenses were $68.7, an increase of $14.7 as compared to fiscal 2022.
In fiscal 2022, we recorded a charge of $22.5 relating to the write-off of inventory and related contract termination charges associated with a third-party co-manufacturer. During fiscal 2023, the Company released a reserve of $1.7 related to certain accrued expenses associated with the write-off of inventory for certain Wet Ones SKUs. This charge was included in Cost of products sold in the Consolidated Statements of Earnings and Comprehensive Income.
In fiscal 2023, the Company recorded a charge of $7.9 related to the wind-up of its Canadian defined benefit pension plan. For further information see Note 12 of Notes to Consolidated Financial Statements.
In fiscal 2022, the Company took specific actions to strengthen our operating model, simplify our organization and improve manufacturing and supply chain efficiency and productivity. As a result of these actions, we incurred restructuring and related costs of $17.1 and $16.2 during fiscal 2023 and fiscal 2022, respectively, primarily related to employee severance, project implementation and other exit benefit costs.
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Liquidity and Capital Resources
At September 30, 2023, we had cash of $216.4, a portion which was located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 16 of Notes to Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings as of September 30, 2023 and 2022 were as follows:
| Interest Type | Currency | September 30, 2023 | September 30, 2022 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Long-term notes | fixed | USD | $ | 1,250.0 | $ | 1,250.0 | |||
| Revolver loans borrowed under credit facility | variable | USD | 122.0 | 155.0 | |||||
| Short-term notes payable | variable | various | 19.5 | 19.0 | |||||
| Total borrowings | $ | 1,391.5 | $ | 1,424.0 |
Our Revolver utilization is summarized below.
| September 30, 2023 | September 30, 2022 | |||||
|---|---|---|---|---|---|---|
| Total Revolver Capacity | $ | 425.0 | $ | 425.0 | ||
| Less: Revolver Borrowings | 122.0 | 155.0 | ||||
| Less: Outstanding Letters of Credit | 5.9 | 6.5 | ||||
| Revolver Balance Available | $ | 297.1 | $ | 263.5 |
On February 6, 2023, we amended our Revolving Credit Facility to transition from using the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) as LIBOR is no longer available as of June 30, 2023.
Effective February 7, 2022, we increased the maximum receivables sold facility amount under the Sixth Amendment to Master Accounts Receivable Purchase Agreement to $180.0 from $150.0. Refer to Note 10 of Notes to the Consolidated Financial Statements for further discussion on our $180.0 uncommitted master accounts receivable purchase agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the purchaser (the “Accounts Receivable Facility”).
On August 5, 2022, we entered into the Master Receivable Assignment Agreement (the "Japan Agreement"). The Japan Agreement was between Schick Japan K.K. and Concerto Receivables Corporation (the “Purchaser”), Tokyo Branch, a subsidiary of MUFG Bank, LTD., which allows us to assign third party accounts receivable to the Purchaser. The Japan Agreement allows for the sale of up to ¥3,000 (approximately $20.0 using the exchange rate as of September 30, 2023) with limits set between individual customers. The terms of the agreement expire one year after the date of execution and will be renewed annually unless either party notifies of its intent not to renew. The assigned receivables will be discounted using the funding rate from the Tokyo Interbank Market plus 1.1%.
Historically, we have generated, and expect to continue to generate, favorable cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care business, typically resulting in higher net sales and increased cash generated in the second and third quarter of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under the Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs.
Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time-to-time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
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In fiscal 2024, we expect our total capital expenditures to be in the range of $55 to $65 primarily on maintenance and productivity efforts across manufacturing facilities, new product development and information technology system enhancements. While we intend to fund these capital expenditures with cash generated from operations, we may also utilize our borrowing facilities.
During fiscal 2023, we did not make any contributions to our pension and postretirement plans. Due to the election of certain terms of the American Rescue Plan Act, we were not required to make any cash contributions to our pension and postretirement plans in fiscal 2023. Pension contributions required beyond fiscal 2024 represent future pension payments to comply with local funding requirements in the U.S. only. The projected contributions for the U.S. pension plans total $7.0 in fiscal 2024, $9.2 in fiscal 2025, $10.4 in fiscal 2026, $10.2 in fiscal 2027, and $10.1 in fiscal 2028. Estimated contributions beyond fiscal 2028 are not determinable. The Company may also elect to make discretionary contributions.
Debt Covenants
The Revolving Credit Facility governing our outstanding debt at September 30, 2023 contains certain customary representations and warranties, financial covenants, covenants restricting our ability to take certain actions, affirmative covenants, and provisions relating to events of default. Under the terms of the Revolving Credit Facility, the ratio of our indebtedness to our earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the agreement and detailed below, cannot be greater than 4.0 to 1.0, however, there is an exception for acquisition activity. In addition, under the Revolving Credit Facility, the ratio of our EBITDA to total interest expense must exceed 3.0 to 1.0. If we fail to comply with these covenants or with other requirements of the Revolving Credit Facility, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of our facilities would trigger cross-defaults on our other borrowings. Under the Revolving Credit Facility, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the Revolving Credit Facility allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, and operating expense reductions or synergies to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Total debt and interest expense are calculated in accordance with GAAP.
As of September 30, 2023, we were in compliance with the provisions and covenants associated with the Revolving Credit Facility.
Cash Flows
A summary of our cash flow from operating, investing and financing activities is provided in the following table:
| Fiscal Year | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net cash from (used by): | ||||||
| Operating activities | $ | 216.1 | $ | 102.0 | ||
| Investing activities | (50.5) | (355.4) | ||||
| Financing activities | (146.5) | (17.6) | ||||
| Effect of exchange rate changes on cash | 8.6 | (19.5) | ||||
| Net increase (decrease) in cash and cash equivalents | $ | 27.7 | $ | (290.5) |
Operating Activities
Cash flow from operating activities was $216.1 in fiscal 2023, as compared to $102.0 in fiscal 2022. The increase in fiscal 2023 was driven by favorable changes in working capital and increased earnings.
Investing Activities
Cash flow used by investing activities was $50.5 in fiscal 2023 as compared to $355.4 in fiscal 2022. Capital expenditures were $49.5 during fiscal 2023, compared to $56.4 in the prior year period. In fiscal 2022, we completed the Billie acquisition for $309.4, net of cash acquired.
Financing Activities
Net cash used by financing activities was $146.5 in fiscal 2023 as compared to $17.6 in fiscal 2022. During the fiscal 2023, we had net repayments of $33.0 under the Revolving Credit Facility, compared to net borrowings of $155.0 in the prior year
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period. During fiscal 2023, we repurchased $75.2 of our common stock under our 2018 Board authorization to repurchase our common stock (the “Repurchase Plan”) compared to $125.3 in the prior year period. Dividend payments totaled $31.5 in fiscal 2023, compared to $32.6 in the prior year period. We had financing outflows for employee equity awards held for taxes totaling $9.0 in fiscal 2023, compared to $10.7 in the prior year period.
In January 2018, our Board approved an authorization to repurchase up to 10.0 shares of our common stock. This authorization replaced a prior share repurchase authorization from May 2015. During fiscal 2023, we repurchased 1.9 shares of our common stock for $75.2. We have 4.6 shares remaining available for purchase under the January 2018 Board authorization.
Since September 30, 2023, we repurchased 0.1 shares of common stock for $3.5. There are 4.5 common shares remaining available to be purchased.
Dividends
The following is a summary of cash dividends paid and declared per share on the Company’s Common Stock during the year ended September 30, 2023
| Date Declared | Record Date | Payable Date | Amount Per Share | ||||
|---|---|---|---|---|---|---|---|
| July 29, 2022 | September 2, 2022 | October 5, 2022 | $ | 0.15 | |||
| November 3, 2022 | November 29, 2022 | January 4, 2023 | $ | 0.15 | |||
| February 3, 2023 | March 8, 2023 | April 5, 2023 | $ | 0.15 | |||
| May 8, 2023 | June 7, 2023 | July 6, 2023 | $ | 0.15 | |||
| August 1, 2023 | September 7, 2023 | October 4, 2023 | $ | 0.15 |
On November 2, 2023, the Board declared a quarterly cash dividend of $0.15 per common share for the third fiscal quarter of 2023. The dividend will be paid on January 4, 2024 to shareholders of record as the close of business on December 6, 2023.
Dividends declared during fiscal 2023 totaled $31.7. Payments made for dividends during fiscal 2023 totaled $31.5.
Inflation
Management recognizes that inflationary pressures may have an adverse effect on our company through higher material, labor and transportation costs, asset replacement costs and related depreciation, healthcare and other costs. We continued to navigate the challenging and uncertain inflationary environment and resultant cost pressure with a combination of productivity efforts to achieve efficiencies and lower costs to our Cost of products sold and SG&A expenses and increase focus on revenue management. We can provide no assurance that such mitigation will be available in the future.
Seasonality
Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal. This has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See “Our business is subject to seasonal volatility” in Item 1A. Risk Factors.
Foreign Currency
Certain net sales and costs of our international operations are denominated in the local currency of the respective countries. As such, sales and profits from these subsidiaries may be impacted by fluctuations in the value of these local currencies relative to the U.S. dollar. We also have significant intercompany financing arrangements that may result in gains and losses in our results of operations. In an effort to mitigate the impact of currency exchange rate effects, we may hedge certain operational and intercompany transactions; however, our hedging strategies may not fully offset gains and losses recognized in our results of operations.
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Commitments and Contingencies
Legal Proceedings
During fiscal 2023, the Company settled a legal matter which resulted in a gain of $4.9 related to an intellectual property claim against a third party. This was included in selling, general and administrative (“SG&A”) in the Consolidated Statements of Earnings and Comprehensive Income. The Company received payment for the intellectual property claim settlement during fiscal 2023.
Additionally, during fiscal 2023, the Company received a favorable court ruling regarding an international VAT matter, which the plaintiff has no ability to appeal. As the Company had previously recorded an accrual for this matter, based on its best estimate of the facts and circumstances at that time, the result of the favorable court ruling was a release of the reserve established which resulted in a gain of $2.2. This was included in SG&A in the Consolidated Statements of Earnings and Comprehensive Income.
During fiscal 2022 the Company settled certain legal matters which resulted in a gain of $7.5 related to intellectual property claims against a third party. This was included in SG&A in the Consolidated Statements of Earnings and Comprehensive Income. The Company received payment for the settlement in fiscal 2022.
We are subject to a number of legal proceedings in various jurisdictions arising out of our operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We review legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we believe that its liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.
Contractual Obligations
We have significant contractual obligations to fulfill our business operations including the repayment of short and long term debt, periodic interest payments, minimum levels of pension funding, and other obligations including payments for various leases of real estate, vehicles, and equipment, and minimum fixed costs to be paid to third party logistics vendors. We are also party to various service and supply contracts that generally extend one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. In addition, we have various commitments related to service and supply contracts that contain penalty provisions for early termination. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. As of September 30, 2023, we do not believe such purchase arrangements or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future.
Environmental Matters
Our operations, like those of other companies, are subject to various federal, state, local and foreign laws and regulations intended to protect public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks, and waste handling and disposal. Accrued environmental costs at September 30, 2023 were $9.3. It is difficult to quantify with reasonable certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
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Critical Accounting Policies
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade promotion programs, pension and postretirement benefit costs, share-based compensation, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, we evaluate our estimates, but actual results could differ materially from those estimates.
Our most critical accounting policies are revenue recognition, pension and other postretirement benefits, the valuation of long-lived assets (including property, plant and equipment), income taxes (including uncertain tax positions) and valuation related to acquisitions, goodwill and intangible assets. A summary of our significant accounting policies is contained in Note 2 of Notes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of our accounting policies.
Revenue Recognition
We derive revenue from the sale of our products. Revenue is recognized when the customer obtains control of the goods, which occurs when the ability to use and obtain benefits from the goods are passed to the customer, most commonly upon the delivery of the goods. Discounts are offered to customers for early payment, and an estimate of the discounts is recorded as a reduction of Net sales in the same period as the sale. Our standard sales terms are final and returns or exchanges are not permitted with the exception of end of season returns for Sun Care products, as detailed below. Reserves are established and recorded in cases where the right of return does exist for a particular sale.
We assess the contractual obligations in customers’ purchase orders and identify performance obligations related to the transferred goods (or a bundle of goods) that are distinct. To identify the performance obligations, we consider all the goods promised, whether explicitly stated or implied based on customary business practices. Our purchase orders are short term in nature, lasting less than one year, and contain a single delivery element. For a purchase order that has more than one performance obligation, we allocate the total consideration to each distinct performance obligation on a relative stand-alone selling price basis. We do not exclude variable consideration in determining the remaining value of performance obligations.
We record sales at the time that control of goods passes to the customer. The terms of these sales vary, but, in all instances, the following conditions are met: (1) the sales arrangement is evidenced by purchase orders submitted by customers; (2) the selling price is fixed or determinable; (3) title to the product has transferred; (4) there is an obligation to pay at a specified date without any additional conditions or actions required by us; and (5) collectability is reasonably assured. Simultaneously with the sale, we reduce Net sales and Cost of products sold and reserve amounts on the Consolidated Balance Sheet for anticipated returns based upon an estimated return level in accordance with GAAP. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. The timing of returns of Sun Care products can vary in different regions, based on climate and other factors. However, the majority of returns occur in the U.S. from September through January, following the summer Sun Care season. We estimate the level of Sun Care returns as the Sun Care season progresses, using a variety of inputs including historical experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates and inventory positions at key retailers. We monitor shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows us to manage shipment activity to our customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors, including, but not limited to, weather conditions, customer inventory levels and competitive activity. Based on our fiscal 2023 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $2.5 and our reported operating income by $2.4. At September 30, 2023 and 2022, our reserve on the Consolidated Balance Sheet for returns was $53.5 and $47.5 respectively.
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We offer a variety of programs, primarily to our retail customers, designed to promote sales of our products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. We accrue, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, we offer programs directly to consumers to promote the sale of our products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. Taxes we collect on behalf of governmental authorities, which are generally included in the price to the customer, are also recorded as a reduction of net sales.
We continually assess the adequacy of accruals for customer and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material to annual results.
Pension Plans and Other Postretirement Benefits
The determination of our obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by us and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, and future salary increases, where applicable. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension and other postretirement obligations. In determining the discount rate, we use the yield on high-quality bonds that coincide with the cash flows of our plans’ estimated payouts. For our U.S. plans, which represent our most significant obligations, we use the Mercer yield curve in determining the discount rates.
We utilize a spot discount rate approach to estimate service and interest components of net periodic benefit cost for our pension benefits. The spot discount rate approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows and is a more precise application of the yield curve spot rates used in the traditional single discount rate approach.
Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on our annual earnings, prospectively. Based on plan assets at September 30, 2023, a one percentage point decrease or increase in expected asset returns would increase or decrease our pension expense by approximately $4.0. In addition, it may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease, leading to lower or higher pension obligations, respectively. A one percentage point decrease in the discount rate would increase pension obligations by approximately $41.8 at September 30, 2023.
As allowed under GAAP, our U.S. qualified pension plan uses market related value, which recognizes market appreciation or depreciation in the portfolio over five years, thereby reducing the short-term impact of market fluctuations.
We have historically provided defined benefit pension plans to our eligible employees, former employees and retirees. We fund our pension plans in compliance with the Employee Retirement Income Security Act of 1974 or local funding requirements.
Further detail on our pension and other postretirement benefit plans is included in Note 12 of Notes to Consolidated Financial Statements.
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Share-Based Compensation
We award restricted stock equivalents (“RSE”), which generally vest over a range of two to four years. The fair value of each grant is estimated on the date of grant based on the current market price of our shares of common stock.
We also award performance restricted stock equivalents (“PRSE”) which may provide for the issuance of common stock to certain managerial staff and executive management if specified performance or market targets are achieved. The recipient of the PRSE award may earn a total award ranging from 0% to 200% of the target award.
For PRSE awards with performance conditions, the fair value of each grant is estimated on the date of grant based on the current market price of our shares of common stock. The total amount of compensation expense recognized reflects the initial assumption that target performance goals will be achieved. Compensation expense may be adjusted during the life of the performance grant based on management’s assessment of the probability that performance goals will be achieved. If such goals are not met or it is determined that achievement of performance goals is not probable, compensation expense is adjusted to reflect the reduced expected payout level. If it is determined that the performance goals will be exceeded, additional compensation expense is recognized.
For PRSE awards based on market conditions, the fair value is estimated on the grant date using a Monte Carlo simulation. The payout for PRSE awards with market conditions are assessed by comparing our total shareholder return (“TSR”) during a certain three year period to the respective TSRs of companies in a selected performance peer group.
Non-qualified stock options (“share options”) are granted at the market price of our common stock on the grant date and generally vest ratably over three years. We calculate the fair value of total share-based compensation for share options using the Black-Scholes option pricing model, which utilizes certain assumptions and estimates that have a material impact on the amount of total compensation cost recognized in our consolidated financial statements, including the expected term, expected stock price volatility, risk-free interest rate and expected dividends. The original estimate of the grant date fair value is not subsequently revised unless the awards are modified or there is a change in the number of awards expected to forfeit prior to vesting.
Further detail on Share-Based Payments is included in Note 13 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets
We periodically evaluate our long-lived assets, including property, plant and equipment, goodwill, and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist. We estimate fair value using valuation techniques such as discounted cash flows. This requires management to make assumptions regarding future income, working capital, and discount rates, which would affect the impairment calculation.
Income Taxes
Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our financial statements, or assets recorded at estimated fair value in business combinations for which there was no corresponding tax basis adjustment.
We estimate income taxes and the effective income tax rate in each jurisdiction that we operate. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.
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We operate in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. We evaluate our tax positions and establish liabilities in accordance with guidance governing accounting for uncertainty in income taxes. We review these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly.
Further detail on Income Taxes is included in Note 5 of Notes to Consolidated Financial Statements.
Acquisitions, Goodwill and Intangible Assets
We allocate the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. The valuation of the acquired assets and liabilities will impact the determination of future operating results. We use a variety of information sources to determine the value of acquired assets and liabilities, including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans; and legal counsel or other experts to assess the obligations associated with legal, environmental or other claims.
During fiscal 2022, the Company used variations of the income approach in determining the fair value of intangible assets acquired in the acquisition of Billie, Inc. Specifically, we utilized the multi-period excess earnings method to determine the fair value of the definite lived customer relationships acquired and the relief from royalty method to determine the fair value of the definite lived trade name and proprietary technology that we acquired.
Our determination of the fair value of customer relationships acquired involved significant estimates and assumptions related to revenue growth rates, discount rates, and customer attrition rates. The determination of the fair value of trade names and proprietary technology acquired involved the use of significant estimates and assumptions related to revenue growth rates, royalty rates and discount rates. We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use.
The recorded value of goodwill and intangible assets from recently acquired businesses are derived from more recent business operating plans and macroeconomic environmental conditions and, therefore, are likely more susceptible to an adverse change that could require an impairment charge. As such, significant judgment is required in estimating the fair value of goodwill and intangible assets. Additionally, significant judgment is needed when assigning a useful life to intangible assets. Certain intangible assets are expected to have determinable useful lives. Our assessment of intangible assets that have a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. The costs of determinable-lived intangible assets are amortized to expense over the estimated useful life. The value of residual goodwill is not amortized, but is tested at least annually for impairment. See Note 7 of Notes to Consolidated Financial Statements.
However, future changes in the judgments, assumptions and estimates that are used in our acquisition valuations and intangible asset and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year.
During the fourth quarter of fiscal 2023, we performed an annual test for impairment of goodwill on each of our reporting units. We elected to perform a qualitative test of goodwill impairment for the Sun Care and Feminine Care reporting units. Taking into account the excess fair value over carrying value in the prior valuation, as well as macroeconomic factors, industry conditions and actual results relative to the amounts projected in the prior quantitative test, we determined it was not more likely than not that the fair value of the reporting unit is less than the carrying amount. For the Wet Shave and Skin Care reporting units, we elected to perform a quantitative impairment test in fiscal 2023. As part of the quantitative goodwill impairment test, we estimated the fair value of each reporting unit using both market and income approaches of valuation. The income approach utilizes the discounted cash flow method and incorporates significant estimates and assumptions, including long-term projections of future cash flows, market conditions, and discount rates reflecting the risk inherent in future cash flows. The projections for future cash flows are generated using our company’s strategic plan to determine a five-year period of forecasted cash flows and operating data. The market approach uses the guideline public company method to calculate the value of each reporting unit based on the operating data of similar assets from competing publicly traded companies. Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The multiples are adjusted given the specific characteristics of the reporting unit including its position in the market relative to the guideline companies and applied to the reporting unit’s operating data to arrive at an
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indication of value. The income and market approaches are weighted based on circumstances specific to each reporting unit and combined are used to calculate fair value.
Determining the fair value of a reporting unit requires the use of significant judgment, estimates and assumptions. While we believe that the estimates and assumptions underlying the valuation methodology are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized, and also on the magnitude of any such charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections. We will monitor any changes to these assumptions and will evaluate goodwill as deemed warranted during future periods.
The key assumptions for the market and income approaches used to determine fair value of the reporting units are updated at least annually. Those assumptions and estimates include market data and market multiples, discount rates and terminal growth rates, as well as future levels of revenue growth and operating margins based upon our strategic plan. The assumptions used for the annual goodwill impairment test for fiscal year 2023 include terminal growth rates of 2.50% and a weighted-average cost of capital ranging from 10.0% to 11.0%.
Our annual impairment testing date was July 1, 2023, and the valuation indicated there was no impairment of the goodwill of the tested reporting units. The results of the valuation indicated that all tested reporting units had a fair value that exceeded its carrying value by more than 27%.
We evaluate the fair value of indefinite-lived intangible assets annually in conjunction with the goodwill impairment test. Our assessment of intangible assets that have an indefinite life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment.
During the fourth quarter of fiscal 2023, we elected to complete a qualitative assessment for impairment of indefinite lived trade names, except for the Schick, Bulldog, and Carefree, o.b., Stayfree trade names, for which we completed a quantitative assessment. There were no significant events nor adverse trends that indicated any of the indefinite lived intangible assets were impaired during the fourth quarter of fiscal 2023.
We tested the Schick, Bulldog, and Carefree, o.b., Stayfree trade names for impairment by performing a quantitative assessment to estimate the fair value. The estimated fair value was determined using two incomes approaches: the multi-period excess earnings method and the relief-from-royalty method, both of which requires significant assumptions, including estimates regarding future revenue and operating margin growth, discount rates, and appropriate royalty rates. Revenue and operating margin growth assumptions are based on historical trends and management’s expectations for future growth by brand. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar companies, in addition to estimated returns on the assets utilized in the operations of the applicable reporting unit, including net working capital, fixed assets and intangible assets. We estimated royalty rates based on operating profits of the brand.
The valuation of the tested trade names had no indication of impairment as of the annual testing date on July 1, 2023. The impairment analysis performed in fiscal 2023 indicated that the tested trade names all had a fair value that exceeded its carrying value by more than 22%.
Future changes in the judgment, assumptions and estimates that are used in our impairment testing could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year. The assumptions used for the annual valuation for indefinite-lived intangible assets for fiscal year 2023 include a terminal growth rate ranging from 0.3% to 2.50% and a weighted-average cost of capital of 10.25%.
The annual impairment analysis performed in fiscal 2023 did not indicate that impairment existed in the reporting units or indefinite lived trade names.
Recently Issued Accounting Standards
Refer to Note 2 of Notes to Consolidated Financial Statements for a discussion regarding recently issued accounting standards and their estimated impact on our financial statements.
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FY 2022 10-K MD&A
SEC filing source: 0001096752-22-000033.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included in this Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed in Item 1A. Risk Factors and “Forward-Looking Statements” included within this Annual Report on Form 10-K.
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Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items such as restructuring charges, acquisition and integration costs, SKU rationalization charges, Sun Care reformulation costs, legal, pension, and value-added tax settlements, cost of early debt retirement, UK tax rate increase, COVID-19 pandemic expenses, advisory expenses in connection with the evaluation of the Feminine and Infant Care businesses, the disposition of the Infant and Pet Care business, and the related tax effects of these items. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given the various significant events, including restructuring projects and recent acquisitions, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency. The following provides additional detail on our non-GAAP measures:
•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency and the impact of acquisitions and divestitures:
•Organic net sales was unfavorably impacted in fiscal 2022 by the Billie acquisition as sales that were previously reported as third party sales to Billie were included as inter-company sales. Organic net sales for fiscal 2021 was impacted by the Cremo acquisition and the divestiture of the Infant and Pet Care products.
•Segment profit was unfavorably impacted in fiscal 2022 as a result of a change in the timing of profit recognition due to the Billie acquisition. Subsequent to the acquisition of Billie, profit previously earned on sales to Billie was deferred until Billie sells to a third party.
•We utilize “adjusted” non-GAAP measures including gross profit, SG&A, operating income, income taxes, net earnings, and diluted earnings per share internally to make operating decisions. The following items are excluded when analyzing non-GAAP measures: restructuring and related costs, acquisition and integration costs, stock keeping unit (“SKU”) rationalization charges, legal settlements and other non-standard items.
All comparisons are with the same period in the prior year, unless otherwise noted.
Impact of the COVID-19 Pandemic
Throughout the COVID-19 pandemic, we have taken and continue to take significant measures to protect our employees and business, while remaining in compliance with local guidelines and requirements.
The Company’s top priority during this time continues to be ensuring the health and wellbeing of our employees and additional health and safety measures have been put in place at all of our manufacturing and office locations. To date, we have not experienced any material operational disruptions across our manufacturing or distribution facilities.
The prolonged COVID-19 pandemic environment has resulted in increased supply chain challenges across labor management, raw material procurement and product distribution. The continued duration and severity of COVID-19 pandemic may cause further disruptions related to our key suppliers, increase procurement and distribution costs and impact our ability to hire and retain employees, which may result in higher labor costs going forward. However, the impact, timing and severity of potential disruptions cannot be reasonably estimated at this time.
Significant Events
Acquisitions
On November 29, 2021, the Company completed the acquisition of Billie, a leading U.S. based consumer brand company that offers a broad portfolio of personal care products for women, for a purchase price of $309.4, net of cash acquired. We purchased Billie utilizing a combination of cash on hand and drawing on our U.S. revolving credit facility maturing in 2025 (“Revolving Credit Facility”). As a result, Billie became a wholly owned subsidiary of the Company. Refer to Note 3 of Notes to Condensed Consolidated Financial Statements for further discussion.
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On September 2, 2020, we completed the acquisition of Cremo, a premier men's grooming company in the U.S., in an all-cash transaction at a purchase price of $233.9, net of cash acquired. As a result of the acquisition, Cremo became a wholly owned subsidiary of the Company. Refer to Note 3 of Notes to Condensed Consolidated Financial Statements for further discussion on the Cremo acquisition.
Divestiture
On December 17, 2019, we completed the sale of our Infant and Pet Care business included in the All Other segment for $122.5 which included consideration for providing services for up to one year under a transition services agreement. For further information on the divestiture of the Infant and Pet Care business, refer to Note 3 of Notes to Condensed Consolidated Financial Statements.
Executive Summary
The following is a summary of key results for fiscal 2022, 2021 and 2020. Net earnings and diluted earnings per share (“EPS”) for the time periods presented were impacted by restructuring and related costs, acquisition and integration costs, and other non-standard items, as described in the table below. The impact of these items on reported net earnings and EPS are provided below as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, which are non-GAAP measures.
Fiscal 2022
•Net sales were $2,171.7, an increase of 4.0% from fiscal 2021, inclusive of a 3.6% increase due to the acquisition of Billie and a 3.5% decrease due to negative currency movements. Organic net sales increased 3.9% for fiscal 2022 as compared to the prior year period, driven by growth across all segments and in both North America and International markets.
•Net earnings for fiscal 2022 was $98.6, as compared to net earnings of $117.0 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings for fiscal 2022 decreased 17.5% to $137.6. The decline was primarily driven by higher cost of goods sold from inflationary pressures and increased amortization expense associated with the Billie acquisition.
•Net earnings per diluted share during fiscal 2022 was $1.84 compared to earnings of $2.12 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings per diluted share during fiscal 2022 were $2.57 compared to $3.02 in the prior year.
| Year Ended September 30, 2022 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 879.4 | $ | 389.1 | $ | 181.2 | $ | 123.0 | $ | 24.4 | $ | 98.6 | $ | 1.84 | ||||||||||||
| Restructuring and related costs | 0.1 | 0.8 | 16.2 | 16.2 | 4.2 | 12.0 | 0.23 | |||||||||||||||||||
| Acquisition and integration costs | 0.8 | 9.1 | 9.9 | 9.9 | 1.3 | 8.6 | 0.16 | |||||||||||||||||||
| SKU rationalization charges | 22.5 | — | 22.5 | 22.5 | 5.5 | 17.0 | 0.32 | |||||||||||||||||||
| Sun Care reformulation costs | 3.5 | — | 4.6 | 4.6 | 1.2 | 3.4 | 0.06 | |||||||||||||||||||
| Legal settlement | — | (7.5) | (7.5) | (7.5) | (1.8) | (5.7) | (0.11) | |||||||||||||||||||
| Value-added tax settlement costs | — | 3.4 | 3.4 | 3.4 | 1.1 | 2.3 | 0.04 | |||||||||||||||||||
| Pension settlement expense | — | — | — | 1.8 | 0.4 | 1.4 | 0.03 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 906.3 | $ | 383.3 | $ | 230.3 | $ | 173.9 | $ | 36.3 | $ | 137.6 | $ | 2.57 | ||||||||||||
| GAAP as a percent of net sales | 40.5 | % | 17.9 | % | 8.3 | % | GAAP effective tax rate | 19.9 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 41.7 | % | 17.6 | % | 10.6 | % | Adjusted effective tax rate | 20.9 | % |
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| Year Ended September 30, 2021 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 950.1 | $ | 391.2 | $ | 238.8 | $ | 146.0 | $ | 29.0 | $ | 117.0 | $ | 2.12 | ||||||||||||
| Restructuring and related charges | 0.6 | 8.7 | 30.1 | 30.1 | 7.5 | 22.6 | 0.41 | |||||||||||||||||||
| Acquisition and integration costs | 1.3 | 7.1 | 8.4 | 8.4 | 2.1 | 6.3 | 0.12 | |||||||||||||||||||
| Sun Care reformulation costs | 1.1 | — | 1.1 | 1.1 | 0.3 | 0.8 | 0.01 | |||||||||||||||||||
| Cost of early retirement of long-term debt | — | — | — | 26.1 | 6.4 | 19.7 | 0.36 | |||||||||||||||||||
| UK tax rate increase | — | — | — | — | (0.3) | 0.3 | — | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 953.1 | $ | 375.4 | $ | 278.4 | $ | 211.7 | $ | 45.0 | $ | 166.7 | $ | 3.02 | ||||||||||||
| GAAP as a percent of net sales | 45.5 | % | 18.7 | % | 11.4 | % | GAAP effective tax rate | 19.8 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 45.7 | % | 18.0 | % | 13.3 | % | Adjusted effective tax rate | 21.2 | % |
| Year Ended September 30, 2020 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 880.9 | $ | 408.8 | $ | 176.0 | $ | 87.3 | $ | 19.7 | $ | 67.6 | $ | 1.24 | ||||||||||||
| Restructuring and related charges | 0.2 | 13.3 | 38.1 | 38.1 | 8.7 | 29.4 | 0.54 | |||||||||||||||||||
| Acquisition and integration costs | 0.6 | 39.2 | 39.8 | 39.8 | 9.7 | 30.1 | 0.56 | |||||||||||||||||||
| COVID-19 expenses | 4.3 | — | 4.3 | 4.3 | 1.1 | 3.2 | 0.06 | |||||||||||||||||||
| Feminine and Infant Care evaluation costs | — | 0.3 | 0.3 | 0.3 | 0.1 | 0.2 | — | |||||||||||||||||||
| Cost of early retirement of long-term debt | — | — | — | 26.2 | 6.4 | 19.8 | 0.36 | |||||||||||||||||||
| Gain on sale of Infant and Pet Care business | — | — | — | (4.1) | (2.6) | (1.5) | (0.03) | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 886.0 | $ | 356.0 | $ | 258.5 | $ | 191.9 | $ | 43.1 | $ | 148.8 | $ | 2.73 | ||||||||||||
| GAAP as a percent of net sales | 45.2 | % | 21.0 | % | 9.0 | % | GAAP effective tax rate | 22.6 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 45.4 | % | 18.3 | % | 13.3 | % | Adjusted effective tax rate | 22.5 | % |
Operating Results
The following table presents changes in net sales for fiscal 2022 and 2021, as compared to the corresponding prior year period, and provides a reconciliation of organic net sales to reported amounts.
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Net Sales
| Net Sales - Total Company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Net sales - prior year | $ | 2,087.3 | $ | 1,949.7 | |||||||||
| Organic | 80.4 | 3.9 | % | 72.1 | 3.7 | % | |||||||
| Impact of Billie acquisition, net | 74.9 | 3.6 | % | — | — | % | |||||||
| Impact of Cremo acquisition | — | — | % | 56.0 | 2.9 | % | |||||||
| Impact of Infant and Pet Care sale | — | — | % | (26.8) | (1.4) | % | |||||||
| Impact of currency | (70.9) | (3.5) | % | 36.3 | 1.9 | % | |||||||
| Net sales - current year | $ | 2,171.7 | 4.0 | % | $ | 2,087.3 | 7.1 | % |
For fiscal 2022, net sales increased 4.0% on a reported basis. Organic net sales increased 3.9% versus the prior year, driven in equal part by higher volumes and pricing. By segment, growth was led by strong performance in Sun Care and Grooming and more modest growth in both Wet Shave and Feminine Care. Organic net sales grew across geographies, as North America increased 2.6% and international markets increased 5.9%.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $879.4 in fiscal 2022, as compared to $950.1 in fiscal 2021. Gross margin as a percent of net sales for fiscal 2022 was 40.5%, down 500 basis points as compared to fiscal 2021. Adjusted gross margin as a percent of net sales decreased by 400 basis points compared to fiscal 2021, reflective of higher commodity and transportation related costs net of productivity savings. The positive impact from pricing was largely offset by negative product mix and unfavorable currency.
Selling, General and Administrative Expense
SG&A was $389.1 in fiscal 2022, or 17.9% of net sales, as compared to $391.2 in fiscal 2021, or 18.7% of net sales. Adjusted SG&A as a percent of net sales decreased 40 basis points compared to fiscal 2021, as the benefit of sales leverage, operational efficiency programs, lower incentive compensation were partially offset by the increased operating costs associated with the Billie acquisition, including amortization, and increased wages and other operating expenses.
Advertising and Sales Promotion Expense
For fiscal 2022, A&P was $238.3, down $3.2 as compared to $241.5 fiscal 2021. A&P as a percent of net sales was 11.0% for fiscal 2022, compared with 11.6% in fiscal 2021. The decline in A&P was due to lower expense for Wet Shave and Feminine Care, partially offset by increases in support for the Sun and Skin Care segment.
Research and Development Expense
Research and development expense (“R&D”) decreased to $55.5 in fiscal 2022, compared to $57.8 in fiscal 2021. As a percent of net sales, R&D was approximately 2.6% for the fiscal 2022 compared with 2.8% for fiscal 2021.
Interest Expense Associated with Debt
Interest expense associated with debt for fiscal 2022 was $71.4, an increase of $3.5 as compared to $67.9 in fiscal 2021. The increase in interest expense was the result of a higher overall debt balance from Revolving Credit Facility borrowings in fiscal 2022 primarily to finance the acquisition of Billie.
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Other (Income) Expense, Net
Other (income) expense, net was income of $13.2 in fiscal 2022 compared to income of $1.2 in fiscal 2021. The increase in income was driven by favorable foreign currency hedge settlements, which helped to offset other negative operational impacts from currency.
Income Tax Provision
Income taxes, which include federal, state and foreign taxes, were 19.9% and 19.8% of Earnings before income taxes in fiscal 2022 and 2021, respectively.
The effective income tax rate for fiscal 2022 for operations was 19.9% as compared to 19.8% in the prior year. On an adjusted basis, the effective tax rate for fiscal 2022 was 20.9% compared to 21.2% in the prior year. The fiscal 2022 effective tax rate reflects a favorable mix of earnings in low tax jurisdictions and net favorable discrete items including the impact of a change in our prior estimates.
Our effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate jurisdictions, earnings increases in higher tax rate jurisdictions, or repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax provision estimates could increase or decrease future tax provisions.
Segment Results
Segment performance is evaluated based on segment profit, exclusive of general corporate expenses, share-based compensation costs, amortization of intangible assets, and costs associated with restructuring charges, acquisition and integration costs, SKU rationalization charges, and other non-standard expenses. The exclusion of such changes from segment results reflects management’s view on how it evaluates segment performance. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.
Our operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis, in which shared business functions are allocated between the segments on a percentage of net sales basis. Such allocations are estimates and do not represent the costs of such services if performed on a stand-alone basis.
The following tables present changes in segment net sales and segment profit for fiscal 2022 and 2021, as compared to the corresponding prior year periods, and also provide a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of Segment profit to Earnings before income taxes, see Note 18 of Notes to Consolidated Financial Statements. Net sales and segment profit activity related to Billie products were included in the Wet Shave segment for the post-acquisition period.
Wet Shave
| Net Sales - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Net sales - prior year | $ | 1,215.9 | $ | 1,162.3 | |||||||||
| Organic | 14.3 | 1.2 | % | 26.6 | 2.3 | % | |||||||
| Impact of Billie acquisition, net | 74.9 | 6.2 | % | — | — | % | |||||||
| Impact of currency | (62.6) | (5.2) | % | 27.0 | 2.3 | % | |||||||
| Net sales - current year | $ | 1,242.5 | 2.2 | % | $ | 1,215.9 | 4.6 | % |
Wet Shave net sales for fiscal 2022 increased 2.2%, inclusive of a 6.2% increase from the Billie acquisition and a 5.2% decline due to negative currency movements. Organic net sales increased $14.3, or 1.2%, primarily driven by increases in Disposables, and Shave Preps, offset by declines in Men’s and Women’s Systems. Organic net sales in International markets increased 3.9% compared to declines in North America of 2.3%.
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| Segment Profit - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Segment profit - prior year | $ | 221.0 | $ | 206.2 | |||||||||
| Organic | (21.2) | (9.6) | % | 8.9 | 4.3 | % | |||||||
| Impact of Billie acquisition, net | (6.8) | (3.1) | % | — | — | % | |||||||
| Impact of currency | (19.0) | (8.6) | % | 5.9 | 2.9 | % | |||||||
| Segment profit - current year | $ | 174.0 | (21.3) | % | $ | 221.0 | 7.2 | % |
Wet Shave segment profit for fiscal 2022 was $174.0, down $47.0 or 21.3%. Organic segment profit decreased $21.2, or 9.6%. The decline in segment profit was primarily due to inflationary pressures resulting in higher commodity costs and warehousing and distribution costs, partially offset by favorable pricing and lower A&P expense.
Sun and Skin Care
| Net Sales - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Net sales - prior year | $ | 585.3 | $ | 462.0 | |||||||||
| Organic | 61.4 | 10.5 | % | 59.0 | 12.8 | % | |||||||
| Impact of Cremo acquisition | — | — | % | 56.0 | 12.1 | % | |||||||
| Impact of currency | (8.2) | (1.4) | % | 8.3 | 1.8 | % | |||||||
| Net sales - current year | $ | 638.5 | 9.1 | % | $ | 585.3 | 26.7 | % |
Sun and Skin Care net sales for fiscal 2022 increased 9.1%. Organic net sales increased $61.4, or 10.5%, primarily due to Sun Care, resulting in growth of 22%. Grooming organic net sales increased 8%, driven by Cremo and Jack Black. Wet Ones organic net sales declined 24%, driven by lower volumes as consumer demand fell and overall demand continued to return to pre-pandemic levels.
| Segment Profit - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Segment profit - prior year | $ | 98.7 | $ | 69.1 | |||||||||
| Organic | 11.4 | 11.6 | % | 19.2 | 27.8 | % | |||||||
| Impact of Cremo acquisition | — | — | % | 8.9 | 12.9 | % | |||||||
| Impact of currency | (1.6) | (1.7) | % | 1.5 | 2.1 | % | |||||||
| Segment profit - current year | $ | 108.5 | 9.9 | % | $ | 98.7 | 42.8 | % |
Sun and Skin Care segment profit for fiscal 2022 was $108.5, an increase of 9.9%. Organic segment profit increased $11.4, or 11.6% driven by increased net sales and gross margin from favorable volumes of Sun Care products and pricing for Wet Ones, partially offset by higher freight and materials costs.
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Feminine Care
| Net Sales - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Net sales - prior year | $ | 286.1 | $ | 298.6 | |||||||||
| Organic | 4.7 | 1.6 | % | (13.5) | (4.5) | % | |||||||
| Impact of currency | (0.1) | — | % | 1.0 | 0.3 | % | |||||||
| Net sales - current year | $ | 290.7 | 1.6 | % | $ | 286.1 | (4.2) | % |
Feminine Care net sales for fiscal 2022 increased $4.6, or 1.6%. Organic segment net sales increased $4.7, or 1.6%, driven largely by higher category consumption compared to the prior year.
| Segment Profit - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2022 | %Chg | 2021 | %Chg | ||||||||||
| Segment profit - prior year | $ | 37.2 | $ | 52.3 | |||||||||
| Organic | (5.9) | (15.9) | % | (15.7) | (30.0) | % | |||||||
| Impact of currency | (0.1) | (0.2) | % | 0.6 | 1.1 | % | |||||||
| Segment profit - current year | $ | 31.2 | (16.1) | % | $ | 37.2 | (28.9) | % |
Feminine Care segment profit for fiscal 2022 was $31.2, a decrease of $6.0, or 16.1%. The decrease is primarily due to inflationary pressures on labor, materials and distribution, partially offset by favorable pricing.
All Other
The Infant and Pet Care business divestiture, completed in December 2019, disposed of the entirety of the operations of the All Other segment. The results below represent the impact of the divestiture to segment performance:
| Net Sales - All Other | ||||||
|---|---|---|---|---|---|---|
| For the Years Ended September 30, | ||||||
| 2021 | %Chg | |||||
| Net sales - prior year | $ | 26.8 | ||||
| Impact of Infant and Pet Care business sale | (26.8) | (100.0) | % | |||
| Net sales - current year | $ | — | (100.0) | % |
| Segment Profit - All Other | ||||||
|---|---|---|---|---|---|---|
| For the Years Ended September 30, | ||||||
| 2021 | %Chg | |||||
| Segment profit - prior year | $ | 3.1 | ||||
| Impact of Infant and Pet Care business sale | (3.1) | (100.0) | % | |||
| Segment profit - current year | $ | — | (100.0) | % |
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General Corporate and Other Expenses
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| General corporate and other expenses | $ | 54.0 | $ | 56.5 | $ | 54.9 | ||||
| Restructuring and related costs | 16.2 | 30.1 | 38.1 | |||||||
| Acquisition and integration costs | 9.9 | 8.4 | 39.8 | |||||||
| SKU rationalization | 22.5 | — | — | |||||||
| Legal settlement | (7.5) | — | — | |||||||
| Pension settlement | 1.8 | — | — | |||||||
| Value-added tax settlement costs | 3.4 | — | — | |||||||
| Sun Care reformulation costs | 4.6 | 1.1 | — | |||||||
| Cost of early retirement of long-term debt | — | 26.1 | 26.2 | |||||||
| COVID-19 expenses | — | — | 4.3 | |||||||
| Gain on sale of Infant and Pet Care business | — | — | (4.1) | |||||||
| Feminine and Infant Care evaluation costs | — | — | 0.3 | |||||||
| General corporate and other expenses | $ | 104.9 | $ | 122.2 | $ | 159.5 | ||||
| % of net sales | 4.8 | % | 5.9 | % | 8.2 | % |
For fiscal 2022, general corporate expenses were $54.0, a decrease of $2.5 as compared to fiscal 2021. Fiscal 2021 general corporate expenses increased $1.6 when compared to fiscal 2020.
During the year ended September 30, 2022, the Company recorded a charge of $22.5 relating to the write-off of inventory for certain Wet Ones SKUs and related contract termination charges associated with a third-party co-manufacturer. This charge was included in Cost of products sold in the Consolidated Financial Statements.
In fiscal 2022, the Company took specific actions to strengthen our operating model, simplify our organization and improve manufacturing and supply chain efficiency and productivity. As a result of these actions, we incurred restructuring charges of $16.2 during fiscal 2022, primarily related to employee severance and benefit costs. In previous years, we incurred restructuring charges related to Project Fuel, our previous enterprise wide initiative, including $30.1 in fiscal 2021.
Liquidity and Capital Resources
At September 30, 2022, a portion of our cash balances were located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 16 of Notes to Condensed Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings were $1,424.0 at September 30, 2022, including $174.0 tied to variable interest rates. Our total borrowings at September 30, 2021 were $1,276.5. We had outstanding international borrowings, recorded within Notes payable, of $19.0 and $26.5 as of September 30, 2022 and September 30, 2021, respectively.
Effective February 7, 2022, we increased the maximum receivables sold facility amount under the Sixth Amendment to Master Accounts Receivable Purchase Agreement to $180.0 from $150.0. Refer to Note 10 of Notes to Condensed Consolidated Financial Statements for further discussion on our $180 uncommitted master accounts receivable purchase agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the purchaser (the “Accounts Receivable Facility”).
On August 5, 2022, we entered into the Master Receivable Assignment Agreement (the "Japan Agreement"). The Japan Agreement was between Schick Japan K.K. and Concerto Receivables Corporation (the “Purchaser”), Tokyo Branch, a subsidiary of MUFG Bank, LTD., which allows us to assign third party accounts receivable to the Purchaser. The Japan Agreement allows for the sale of up to ¥3,000 with limits set between individual customers. The terms of the agreement expire one year after the date of execution and will be renewed annually unless either party notifies of its intent not to renew. The assigned receivables will be discounted using the funding rate from the Tokyo Interbank Market plus 1.1%.
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Historically, we have generated and expect to continue to generate positive cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care business, typically resulting in higher net sales and increased cash generated in the second and third quarters of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under our U.S. Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending, and liquidity needs.
To date, the COVID-19 pandemic has not had a significant impact on our liquidity or capital resources. However, the COVID-19 pandemic has led to disruption and volatility in the global capital markets which could impact our capital resources and liquidity in the future.
Short-term financing needs primarily consist of working capital requirements and principal and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time-to-time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
In fiscal 2023, we expect our total capital expenditures to be in the range of $55 to $65 primarily related to both maintenance of and productivity efforts across manufacturing facilities, new product development and information technology system enhancements. While we intend to fund these capital expenditures with cash generated from operations, we may also utilize our borrowing facilities.
During fiscal 2022, we did not make any contributions to our pension and postretirement plans. Due to the election of certain terms of the American Rescue Plan Act, we are not required to make any cash contributions to our pension and postretirement plans in fiscal 2023.
Debt Covenants
The Revolving Credit Facility governing our outstanding debt at September 30, 2022 contains certain customary representations and warranties, financial covenants, covenants restricting our ability to take certain actions, affirmative covenants, and provisions relating to events of default. Under the terms of the Revolving Credit Facility, the ratio of our indebtedness to our earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the agreement and detailed below, cannot be greater than 4.0 to 1.0. In addition, under the Revolving Credit Facility, the ratio of our EBITDA to total interest expense must exceed 3.0 to 1.0. If we fail to comply with these covenants or with other requirements of the Revolving Credit Facility, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of our facilities would trigger cross-defaults on our other borrowings. Under the Revolving Credit Facility, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the Revolving Credit Facility allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, and operating expense reductions or synergies to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Total debt and interest expense are calculated in accordance with GAAP.
As of September 30, 2022, we were in compliance with the provisions and covenants associated with the Revolving Credit Facility.
Cash Flows
A summary of our cash flow from operating, investing and financing activities is provided in the following table:
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| Net cash from (used by): | ||||||||||
| Operating activities | $ | 102.0 | $ | 229.0 | $ | 232.6 | ||||
| Investing activities | (355.4) | (48.7) | (196.4) | |||||||
| Financing activities | (17.6) | (65.4) | (18.7) | |||||||
| Effect of exchange rate changes on cash | (19.5) | (0.4) | 5.6 | |||||||
| Net (decrease) increase in cash and cash equivalents | $ | (290.5) | $ | 114.5 | $ | 23.1 |
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Operating Activities
Cash flow from operating activities was $102.0 in fiscal 2022, as compared to $229.0 in fiscal 2021. The decrease in fiscal 2022 was a result of lower net earnings and a net cash outflow due to temporarily increased inventory levels in an effort to ensure raw material and product availability in a continued difficult operating environment.
Investing Activities
Cash flow used by investing activities was $355.4 in fiscal 2022 as compared to $48.7 in fiscal 2021. We completed the acquisition of Billie for $309.4, net of cash acquired, in fiscal 2022. Additionally, we collected $5.0 of proceeds from the sale of the Infant and Pet Care business during the first nine months of fiscal 2022, compared to $7.5 in the prior year period. Capital expenditures were $56.4 and $56.8 during fiscal 2022 and 2021, respectively. Additionally, other investing cash inflows related to the collection of receivables from our Accounts Receivable Facility totaled $6.9 and $2.6 during fiscal 2022 and 2021, respectively, as a result of collections on the deferred purchase price of accounts receivables sold.
Financing Activities
Net cash used by financing activities was $17.6 in fiscal 2022 as compared to $65.4 in fiscal 2021. During the fiscal 2022, we had net borrowings of $155.0 under our Revolving Credit Facility, primarily to fund the acquisition of Billie. We repurchased $125.3 of our common stock under our 2018 Board authorization to repurchase our common stock in fiscal 2022 compared to $9.2 in the prior year period. Dividend payments totaled $32.6 and $25.6 in fiscal 2022 and 2021, respectively. Additionally, cash flows associated with the Accounts Receivable Facility were outflows of $0.8 during fiscal 2022 compared to financing outflows of $2.4 in the prior year period. In fiscal 2021, the Company repaid its 2022 Senior Notes with the proceeds received from the issuance of the 2029 Senior Notes, together with cash on hand. Additional financing cash outflows incurred in fiscal 2021 were related to costs of early debt retirement of the 2022 Senior Notes totaling $26.1 and debt issuance costs of $6.5.
Share Repurchases
In January 2018, our Board approved an authorization to repurchase up to 10.0 shares of our common stock. This authorization replaced a prior share repurchase authorization from May 2015. During fiscal 2022, we repurchased 3.3 shares of our common stock for $125.3. We have 6.5 shares remaining available for purchase under the January 2018 Board authorization.
During fiscal 2022, 0.3 shares were purchased related to the surrender of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalent awards.
Since September 30, 2022, we repurchased 0.2 shares of common stock for $6.9. There are 6.3 common shares remaining available to be purchased.
Dividends
On November 4, 2021, the Board declared a quarterly cash dividend of $0.15 per share of common stock outstanding. The dividend was paid on January 6, 2022 to holders of record as of the close of business on December 3, 2021.
On February 4, 2022, the Board declared a quarterly cash dividend of $0.15 per common share for the first fiscal quarter. The dividend was paid April 5, 2022, to stockholders of record as of the close of business on March 8, 2022.
On May 6, 2022, the Board declared a quarterly cash dividend of $0.15 per common share for the second fiscal quarter. The dividend was paid July 7, 2022, to stockholders of record as of the close of business on June 2, 2022.
On July 29, 2022, the Board declared a quarterly cash dividend of $0.15 per common share for the third fiscal quarter. The dividend will be payable on October 5, 2022 to shareholders of record as of the close of business on September 2, 2022.
On November 3, 2022, the Board declared a quarterly cash dividend of $0.15 per common share for the fourth fiscal quarter. The dividend will be payable on January 4, 2023 to shareholders of record as of the close of business on November 29, 2022.
Dividends declared during fiscal 2022 totaled $32.6. Payments made for dividends during fiscal 2022 totaled $32.6.
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Inflation
Management recognizes that inflationary pressures may have an adverse effect on our company through higher material, labor and transportation costs, asset replacement costs and related depreciation, healthcare and other costs. We continued to navigate the challenging and uncertain inflationary environment and resultant cost pressure with a combination of productivity efforts to achieve efficiencies and lower costs to our Cost of products sold and SG&A expenses and increase focus on revenue management. We can provide no assurance that such mitigation will be available in the future.
Seasonality
Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal. This has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See “Our business is subject to seasonal volatility” in Item 1A. Risk Factors.
Foreign Currency
Certain net sales and costs of our international operations are denominated in the local currency of the respective countries. As such, sales and profits from these subsidiaries may be impacted by fluctuations in the value of these local currencies relative to the U.S. dollar. We also have significant intercompany financing arrangements that may result in gains and losses in our results of operations. In an effort to mitigate the impact of currency exchange rate effects, we may hedge certain operational and intercompany transactions; however, our hedging strategies may not fully offset gains and losses recognized in our results of operations.
Commitments and Contingencies
Legal Proceedings
During the year ended September 30, 2022, we settled certain legal matters primarily related to intellectual property claims against a third party. The settlement resulted in a gain of $7.5 which was included in SG&A in the Condensed Consolidated Financial Statements. The Company received payment for the settlement in the fourth quarter of fiscal 2022.
We are subject to a number of legal proceedings in various jurisdictions arising out of our operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We review legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, we believe that its liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.
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Contractual Obligations
We have significant contractual obligations to fulfill our business operations including the repayment of short and long term debt, periodic interest payments, minimum levels of pension funding, and other obligations including payments for various leases of real estate, vehicles, and equipment, and minimum fixed costs to be paid to third party logistics vendors. We are also party to various service and supply contracts that generally extend one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. In addition, we have various commitments related to service and supply contracts that contain penalty provisions for early termination. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. As of September 30, 2022, we do not believe such purchase arrangements or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future.
Environmental Matters
Our operations, like those of other companies, are subject to various federal, state, local and foreign laws and regulations intended to protect public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks, and waste handling and disposal. Accrued environmental costs at September 30, 2022 were $9.6. It is difficult to quantify with reasonable certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
Critical Accounting Policies
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade promotion programs, pension and postretirement benefit costs, share-based compensation, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, we evaluate our estimates, but actual results could differ materially from those estimates.
Our most critical accounting policies are revenue recognition, pension and other postretirement benefits, the valuation of long-lived assets (including property, plant and equipment), income taxes (including uncertain tax positions) and valuation related to acquisitions, goodwill and intangible assets. A summary of our significant accounting policies is contained in Note 2 of Notes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of our accounting policies.
Revenue Recognition
We derive revenue from the sale of our products. Revenue is recognized when the customer obtains control of the goods, which occurs when the ability to use and obtain benefits from the goods are passed to the customer, most commonly upon the delivery of the goods. Discounts are offered to customers for early payment, and an estimate of the discounts is recorded as a reduction of Net sales in the same period as the sale. Our standard sales terms are final and returns or exchanges are not permitted with the exception of end of season returns for Sun Care products, as detailed below. Reserves are established and recorded in cases where the right of return does exist for a particular sale.
We assess the contractual obligations in customers’ purchase orders and identify performance obligations related to the transferred goods (or a bundle of goods) that are distinct. To identify the performance obligations, we consider all the goods promised, whether explicitly stated or implied based on customary business practices. Our purchase orders are short term in nature, lasting less than one year, and contain a single delivery element. For a purchase order that has more than one performance obligation, we allocate the total consideration to each distinct performance obligation on a relative stand-alone selling price basis. We do not exclude variable consideration in determining the remaining value of performance obligations.
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We record sales at the time that control of goods passes to the customer. The terms of these sales vary, but, in all instances, the following conditions are met: (1) the sales arrangement is evidenced by purchase orders submitted by customers; (2) the selling price is fixed or determinable; (3) title to the product has transferred; (4) there is an obligation to pay at a specified date without any additional conditions or actions required by us; and (5) collectability is reasonably assured. Simultaneously with the sale, we reduce Net sales and Cost of products sold and reserve amounts on the Consolidated Balance Sheet for anticipated returns based upon an estimated return level in accordance with GAAP. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. The timing of returns of Sun Care products can vary in different regions, based on climate and other factors. However, the majority of returns occur in the U.S. from September through January, following the summer Sun Care season. We estimate the level of Sun Care returns as the Sun Care season progresses, using a variety of inputs including historical experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates and inventory positions at key retailers. We monitor shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows us to manage shipment activity to our customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors, including, but not limited to, weather conditions, customer inventory levels and competitive activity. Based on our fiscal 2022 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $4.1 and our reported operating income by $2.7. At September 30, 2022 and 2021, our reserve on the Consolidated Balance Sheet for returns was $47.5 and $52.7, respectively.
We offer a variety of programs, primarily to our retail customers, designed to promote sales of our products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. We accrue, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, we offer programs directly to consumers to promote the sale of our products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. Taxes we collect on behalf of governmental authorities, which are generally included in the price to the customer, are also recorded as a reduction of net sales.
We continually assess the adequacy of accruals for customer and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material to annual results.
Pension Plans and Other Postretirement Benefits
The determination of our obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by us and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, and future salary increases, where applicable. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension and other postretirement obligations. In determining the discount rate, we use the yield on high-quality bonds that coincide with the cash flows of our plans’ estimated payouts. For our U.S. plans, which represent our most significant obligations, we use the Mercer yield curve in determining the discount rates.
We utilize a spot discount rate approach to estimate service and interest components of net periodic benefit cost for our pension benefits. The spot discount rate approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows and is a more precise application of the yield curve spot rates used in the traditional single discount rate approach.
Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on our annual earnings, prospectively. Based on plan assets at September 30, 2022, a one percentage point decrease or increase in expected asset returns would increase or decrease our pension expense by approximately $4.4. In addition, it may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease, leading to lower or higher pension obligations, respectively. A one percentage point decrease in the discount rate would increase pension obligations by approximately $46.9 at September 30, 2022.
As allowed under GAAP, our U.S. qualified pension plan uses market related value, which recognizes market appreciation or depreciation in the portfolio over five years, thereby reducing the short-term impact of market fluctuations.
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We have historically provided defined benefit pension plans to our eligible employees, former employees and retirees. We fund our pension plans in compliance with the Employee Retirement Income Security Act of 1974 or local funding requirements.
Further detail on our pension and other postretirement benefit plans is included in Note 12 of Notes to Consolidated Financial Statements.
Share-Based Compensation
We award restricted stock equivalents (“RSE”), which generally vest over a range of two to four years. The fair value of each grant is estimated on the date of grant based on the current market price of our shares of common stock.
We also award performance restricted stock equivalents (“PRSE”) which may provide for the issuance of common stock to certain managerial staff and executive management if specified performance or market targets are achieved. The recipient of the PRSE award may earn a total award ranging from 0% to 200% of the target award.
For PRSE awards with performance conditions, the fair value of each grant is estimated on the date of grant based on the current market price of our shares of common stock. The total amount of compensation expense recognized reflects the initial assumption that target performance goals will be achieved. Compensation expense may be adjusted during the life of the performance grant based on management’s assessment of the probability that performance goals will be achieved. If such goals are not met or it is determined that achievement of performance goals is not probable, compensation expense is adjusted to reflect the reduced expected payout level. If it is determined that the performance goals will be exceeded, additional compensation expense is recognized.
For PRSE awards based on market conditions, the fair value is estimated on the grant date using a Monte Carlo simulation. The payout for PRSE awards with market conditions are assessed by comparing our total shareholder return (“TSR”) during a certain three year period to the respective TSRs of companies in a selected performance peer group.
Non-qualified stock options (“share options”) are granted at the market price of our common stock on the grant date and generally vest ratably over three years. We calculate the fair value of total share-based compensation for share options using the Black-Scholes option pricing model, which utilizes certain assumptions and estimates that have a material impact on the amount of total compensation cost recognized in our consolidated financial statements, including the expected term, expected stock price volatility, risk-free interest rate and expected dividends. The original estimate of the grant date fair value is not subsequently revised unless the awards are modified or there is a change in the number of awards expected to forfeit prior to vesting.
Further detail on Share-Based Payments is included in Note 13 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets
We periodically evaluate our long-lived assets, including property, plant and equipment, goodwill, and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist. We estimate fair value using valuation techniques such as discounted cash flows. This requires management to make assumptions regarding future income, working capital, and discount rates, which would affect the impairment calculation.
Income Taxes
Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our financial statements, or assets recorded at estimated fair value in business combinations for which there was no corresponding tax basis adjustment.
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We estimate income taxes and the effective income tax rate in each jurisdiction that we operate. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.
We operate in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. We evaluate our tax positions and establish liabilities in accordance with guidance governing accounting for uncertainty in income taxes. We review these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly.
Further detail on Income Taxes is included in Note 5 of Notes to Consolidated Financial Statements.
Acquisitions, Goodwill and Intangible Assets
We allocate the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. The valuation of the acquired assets and liabilities will impact the determination of future operating results. We use a variety of information sources to determine the value of acquired assets and liabilities, including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans; and legal counsel or other experts to assess the obligations associated with legal, environmental or other claims.
During fiscal 2022, the Company used variations of the income approach in determining the fair value of intangible assets acquired in the acquisition of Billie, Inc. Specifically, we utilized the multi-period excess earnings method to determine the fair value of the definite lived customer relationships acquired and the relief from royalty method to determine the fair value of the definite lived trade name and proprietary technology that we acquired.
Our determination of the fair value of customer relationships acquired involved significant estimates and assumptions related to revenue growth rates, discount rates, and customer attrition rates. The determination of the fair value of trade names and proprietary technology acquired involved the use of significant estimates and assumptions related to revenue growth rates, royalty rates and discount rates. We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use.
The recorded value of goodwill and intangible assets from recently acquired businesses are derived from more recent business operating plans and macroeconomic environmental conditions and, therefore, are likely more susceptible to an adverse change that could require an impairment charge. As such, significant judgment is required in estimating the fair value of goodwill and intangible assets. Additionally, significant judgment is needed when assigning a useful life to intangible assets. Certain intangible assets are expected to have determinable useful lives. Our assessment of intangible assets that have a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. The costs of determinable-lived intangible assets are amortized to expense over the estimated useful life. The value of residual goodwill is not amortized, but is tested at least annually for impairment. See Note 7 of Notes to Consolidated Financial Statements.
However, future changes in the judgments, assumptions and estimates that are used in our acquisition valuations and intangible asset and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year.
During the fourth quarter of fiscal 2022, we performed an annual test for impairment of goodwill on each of our reporting units. We elected to perform a qualitative test of goodwill impairment for the Sun Care reporting unit. Taking into account the excess fair value over carrying value in the prior valuation, as well as macroeconomic factors, industry conditions and actual results relative to the amounts projected in the prior quantitative test, we determined it was not more likely than not that the fair value of the reporting unit is less than the carrying amount. For the Wet Shave, Feminine Care, and Skin Care reporting units, we elected to perform a quantitative impairment test in fiscal 2022. As part of the quantitative goodwill impairment test, we estimated the fair value of each reporting unit using both market and income approaches of valuation. The income approach
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utilizes the discounted cash flow method and incorporates significant estimates and assumptions, including long-term projections of future cash flows, market conditions, and discount rates reflecting the risk inherent in future cash flows. The projections for future cash flows are generated using our company’s strategic plan to determine a five-year period of forecasted cash flows and operating data. The market approach uses the guideline public company method to calculate the value of each reporting unit based on the operating data of similar assets from competing publicly traded companies. Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The multiples are adjusted given the specific characteristics of the reporting unit including its position in the market relative to the guideline companies and applied to the reporting unit’s operating data to arrive at an indication of value. The income and market approaches are weighted based on circumstances specific to each reporting unit and combined are used to calculate fair value.
Determining the fair value of a reporting unit requires the use of significant judgment, estimates and assumptions. While we believe that the estimates and assumptions underlying the valuation methodology are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized, and also on the magnitude of any such charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections. We will monitor any changes to these assumptions and will evaluate goodwill as deemed warranted during future periods.
The key assumptions for the market and income approaches used to determine fair value of the reporting units are updated at least annually. Those assumptions and estimates include market data and market multiples, discount rates and terminal growth rates, as well as future levels of revenue growth and operating margins based upon our strategic plan. The assumptions used for the annual goodwill impairment test for fiscal year 2022 include terminal growth rates of 2.50% and a weighted-average cost of capital ranging from 11.0% to 12.0%.
Our annual impairment testing date was July 1, 2022, and the valuation indicated there was no impairment of the goodwill of the tested reporting units. The results of the valuation indicated that all reporting units had a fair value that exceeded its carrying value by more than 18%.
We evaluate the fair value of indefinite-lived intangible assets annually in conjunction with the goodwill impairment test. Our assessment of intangible assets that have an indefinite life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment.
During the fourth quarter of fiscal 2022, we elected to complete a qualitative assessment for impairment of indefinite lived trade names, except for the Wet Ones trade name, for which we completed a quantitative assessment. There were no significant events nor adverse trends that indicated any of the indefinite lived intangible assets were impaired during the fourth quarter of fiscal 2022.
We tested the Wet Ones trade name for impairment by performing a quantitative assessment to estimate the fair value. The estimated fair value was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates regarding future revenue and operating margin growth, and discount rates. Revenue and operating margin growth assumptions are based on historical trends and management’s expectations for future growth by brand. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar companies, in addition to estimated returns on the assets utilized in the operations of the applicable reporting unit, including net working capital, fixed assets and intangible assets.
The valuation of the Wet Ones trade name had no indication of impairment as of the annual testing date on July 1, 2022. The impairment analysis performed in fiscal 2022 indicated that the Wet Ones trade name had a fair value that exceeded its carrying value by greater than 100%.
Future changes in the judgment, assumptions and estimates that are used in our impairment testing could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year. The assumptions used for the annual valuation for indefinite-lived intangible assets for fiscal year 2022 include a terminal growth rate of 2.50% and a weighted-average cost of capital of 12.0%.
The annual impairment analysis performed in fiscal 2022 did not indicate that impairment existed in the reporting units or indefinite lived trade names.
Recently Issued Accounting Standards
Refer to Note 2 of Notes to Consolidated Financial Statements for a discussion regarding recently issued accounting standards and their estimated impact on our financial statements.
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FY 2021 10-K MD&A
SEC filing source: 0001096752-21-000032.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in millions, except per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included in this Annual Report on Form 10-K. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed in Item 1A. Risk Factors and “Forward-Looking Statements” included within this Annual Report on Form 10-K.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items such as restructuring charges, acquisition and integration costs, cost of early debt retirement, UK tax rate increase, impairment charges, COVID-19 pandemic expenses, advisory expenses in connection with the evaluation of the Feminine and Infant Care businesses, Sun Care reformulation costs, investor settlement expenses, the disposition of the Infant and Pet Care business, the related tax effects of these items and the impact of the Tax Act. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given the various significant events, including the Project Fuel restructuring and recent acquisitions and divestitures, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency. The following provides additional detail on our non-GAAP measures:
•We analyze our net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency, acquisitions, and divestitures. This information is provided because these types of fluctuations can distort the underlying change in net sales and segment profit either positively or negatively.
•We utilize “adjusted” non-GAAP measures including gross profit, SG&A, operating income, income taxes, net earnings, and diluted earnings per share internally to make operating decisions. The following items are excluded when analyzing non-GAAP measures: restructuring charges, acquisition and integration costs, cost of early debt retirement, UK tax rate increase, impairment charges, COVID-19 pandemic expenses, advisory expenses in connection with the evaluation of the Feminine and Infant Care businesses, Sun Care reformulation costs, investor settlement expenses, the disposition of the Infant and Pet Care business, and the impact of the Tax Act.
All comparisons are with the same period in the prior year, unless otherwise noted.
Impact of COVID-19
On March 11, 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) a worldwide pandemic, which has impacted individuals, families, companies and economies around the world. Throughout the pandemic, we have taken and continue to take significant measures to protect our employees and business, while remaining in compliance with local guidelines and requirements.
The Company’s top priority during this time continues to be ensuring the health and welfare of our employees and additional measures have been put in place at all of our manufacturing locations. To date, we have not experienced any material operational disruptions across our manufacturing or distribution facilities.
The prolonged COVID-19 environment has resulted in increased supply chain challenges across product procurement and distribution. The continued duration and severity of COVID-19 may cause further disruptions related to our key suppliers, increase procurement costs and impact our ability to hire and retain employees, which may result in higher labor costs going forward. However, the impact, timing and severity of potential disruptions cannot be reasonably estimated at this time.
We expect to maintain adequate liquidity during these uncertain times and we will continue to assess the impact that COVID-19 has on our liquidity needs and current economic market conditions. As noted within “Liquidity and Capital Resources” below,
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COVID-19 has not had a significant impact on our liquidity, cash flows or capital resources, including our ability to enter into the unsecured indenture agreement for 4.125% Senior Notes in the amount of $500 due April 1, 2029 (“2029 Notes”).
Significant Events
Acquisitions
On September 2, 2020, we completed the acquisition of Cremo, a premier men's grooming company in the U.S, in an all-cash transaction at a purchase price of $233.9. As a result of the acquisition, Cremo became a wholly owned subsidiary of the Company. Refer to Note 3 of Notes to Condensed Consolidated Financial Statements for further discussion on the Cremo acquisition.
Divestiture
On December 17, 2019, we completed the sale of our Infant and Pet Care business included in the All Other segment for $122.5 which included consideration for providing services for up to one year under a transition services agreement. For further information on the divestiture of the Infant and Pet Care business, refer to Note 3 of Notes to Condensed Consolidated Financial Statements.
Goodwill and Intangible Asset Impairment
The Company performs an annual test for impairment of goodwill and indefinite-lived intangible assets. The annual test performed in the fourth quarter of fiscal 2021 and 2020, respectively, did not indicate that the Company’s goodwill and intangible assets had a fair value below the carrying value.
During the third quarter of fiscal 2019, we determined a triggering event had occurred following a decline in our market capitalization and share price. We performed an interim impairment analysis on all long-lived assets, including definite-lived intangibles, goodwill, and indefinite-lived intangible assets, using financial information through June 30, 2019 and forecasts for cash flows developed using our three-year strategic plan. The interim impairment review was performed. The results of the impairment review indicated the carrying value of the goodwill of the Wet Shave, Infant Care, and Skin Care reporting units were greater than their respective fair values, resulting in a non-cash goodwill impairment of $369.0, $37.0, and $2.0, respectively. Additionally, the carrying value of the Wet Ones and Diaper Genie trade names were greater than the fair values and resulted in non-cash impairments of the indefinite-lived intangible assets of $87.0 and $75.0, respectively. We performed an assessment in the fourth quarter of fiscal 2019 to determine if any significant events or changes in circumstances had occurred that would be considered a potential triggering event. We did not identify any indication of a triggering event that would indicate the existence of additional impairment of the reporting units, indefinite-lived intangible assets, and definite-lived intangible assets.
Refer to Notes 2 and 7 of Notes to Consolidated Financial Statements for further discussion on the annual impairment test.
Project Fuel
Project Fuel was an enterprise-wide transformational initiative that was launched in the second fiscal quarter of 2018, to address all aspects of our business and cost structure, simplifying and transforming the organization, structure and key processes. Project Fuel facilitated further re-investment in our growth strategy while enabling us to achieve our desired future state operations.
Fiscal 2021 Project Fuel related gross savings were approximately $68, bringing final cumulative gross savings for the program to approximately $280. The savings generated during the project are being used to fuel investments and brand building in strategic growth initiatives, mitigate operational cost headwinds from inflation and other rising input costs and improve the overall profitability and cash flow of the Company.
Restructuring and related charges were $30.1 for fiscal 2021, bringing final cumulative charges to $163.7 for the project.
Capital expenditures for Project Fuel were $13.6 for fiscal 2021 bringing cumulative capital expenditures to $71.7 for the project.
For further information on our restructuring projects, refer to Note 4 of Notes to Condensed Consolidated Financial Statements.
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Executive Summary
Following is a summary of key results for fiscal 2021, 2020 and 2019. Net earnings and diluted earnings per share (“EPS”) for the time periods presented were impacted by restructuring charges, acquisition and integration costs, cost of early debt retirement, UK tax rate increase, impairment charges, COVID-19 pandemic expenses, advisory expenses in connection with the evaluation of the Feminine and Infant Care businesses, Sun Care reformulation costs, investor settlement expenses, the disposition of the Infant and Pet Care business, the related tax effects of these items and the impact of the Tax Act. The impact of these items on reported net earnings and EPS are provided below as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, which are non-GAAP measures.
Fiscal 2021
•Net sales were $2,087.3, an increase of 7.1% from fiscal 2020, inclusive of a 2.9% increase due to the acquisition of Cremo, a 1.4% decrease due to the sale of the Infant and Pet Care business and a 1.9% increase due to currency movements. Organic net sales increased 3.7% for fiscal 2021 as compared to the prior year period, as growth in Wet Shave and Sun and Skin Care were partially offset by slight declines in Feminine Care.
•Net earnings for fiscal 2021 was $117.0, as compared to net earnings of $67.6 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings for fiscal 2021 increased 12.0% to $166.7. The increase was primarily driven by higher net sales attributable to a rebound from prior year COVID-19 declines. Increased net sales were offset by higher Advertising and sales promotion expense (“A&P”) in support of investments in critical commercial efforts compared to the prior year.
•Net earnings per diluted share during fiscal 2021 was $2.12 compared to earnings of $1.24 in the prior fiscal year. On an adjusted basis, as illustrated in the table below, net earnings per diluted share during fiscal 2021 were $3.02 compared to $2.73 in the prior year.
| Year Ended September 30, 2021 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 950.1 | $ | 391.2 | $ | 238.8 | $ | 146.0 | $ | 29.0 | $ | 117.0 | $ | 2.12 | ||||||||||||
| Restructuring and related costs | 0.6 | 8.7 | 30.1 | 30.1 | 7.5 | 22.6 | 0.41 | |||||||||||||||||||
| Acquisition and integration costs | 1.3 | 7.1 | 8.4 | 8.4 | 2.1 | 6.3 | 0.12 | |||||||||||||||||||
| Sun Care reformulation costs | 1.1 | — | 1.1 | 1.1 | 0.3 | 0.8 | 0.01 | |||||||||||||||||||
| Cost of early retirement of long-term debt | — | — | — | 26.1 | 6.4 | 19.7 | 0.36 | |||||||||||||||||||
| UK tax rate increase | — | — | — | — | (0.3) | 0.3 | — | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 953.1 | $ | 375.4 | $ | 278.4 | $ | 211.7 | $ | 45.0 | $ | 166.7 | $ | 3.02 | ||||||||||||
| GAAP as a percent of net sales | 45.5 | % | 18.7 | % | 11.4 | % | GAAP effective tax rate | 19.8 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 45.7 | % | 18.0 | % | 13.3 | % | Adjusted effective tax rate | 21.2 | % |
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| Year Ended September 30, 2020 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 880.9 | $ | 408.8 | $ | 176.0 | $ | 87.3 | $ | 19.7 | $ | 67.6 | $ | 1.24 | ||||||||||||
| Restructuring and related charges | 0.2 | 13.3 | 38.1 | 38.1 | 8.7 | 29.4 | 0.54 | |||||||||||||||||||
| Acquisition and integration costs | 0.6 | 39.2 | 39.8 | 39.8 | 9.7 | 30.1 | 0.56 | |||||||||||||||||||
| COVID-19 expenses | 4.3 | — | 4.3 | 4.3 | 1.1 | 3.2 | 0.06 | |||||||||||||||||||
| Feminine and Infant Care evaluation costs | — | 0.3 | 0.3 | 0.3 | 0.1 | 0.2 | — | |||||||||||||||||||
| Cost of early retirement of long-term debt | — | — | — | 26.2 | 6.4 | 19.8 | 0.36 | |||||||||||||||||||
| Gain on sale of Infant and Pet Care business | — | — | — | (4.1) | (2.6) | (1.5) | (0.03) | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 886.0 | $ | 356.0 | $ | 258.5 | $ | 191.9 | $ | 43.1 | $ | 148.8 | $ | 2.73 | ||||||||||||
| GAAP as a percent of net sales | 45.2 | % | 21.0 | % | 9.0 | % | GAAP effective tax rate | 22.6 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 45.4 | % | 18.3 | % | 13.3 | % | Adjusted effective tax rate | 22.5 | % |
| Year Ended September 30, 2019 | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross Profit | SG&A | Operating Income | EBIT | Income Taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||
| GAAP — Reported | $ | 966.6 | $ | 372.0 | $ | 243.8 | $ | (390.3) | $ | (18.1) | $ | (372.2) | $ | (6.88) | ||||||||||||
| Impairment charges | — | — | — | 570.0 | 65.3 | 504.7 | 9.33 | |||||||||||||||||||
| Restructuring and related charges | 0.6 | 8.6 | 55.6 | 55.6 | 12.4 | 43.2 | 0.80 | |||||||||||||||||||
| Acquisition and integration costs | — | 6.7 | 6.7 | 6.7 | 1.6 | 5.1 | 0.09 | |||||||||||||||||||
| Sun Care reformulation costs | 2.8 | — | 2.8 | 2.8 | 0.7 | 2.1 | 0.04 | |||||||||||||||||||
| Feminine and Infant Care evaluation costs | — | 2.1 | 2.1 | 2.1 | 0.5 | 1.6 | 0.03 | |||||||||||||||||||
| Investor settlement expense | — | 0.9 | 0.9 | 0.9 | 0.2 | 0.7 | 0.01 | |||||||||||||||||||
| Impact of dilutive shares | — | — | — | — | — | — | (0.01) | |||||||||||||||||||
| Income tax reform | — | — | — | — | (3.6) | 3.6 | 0.07 | |||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 970.0 | $ | 353.7 | $ | 311.9 | $ | 247.8 | $ | 59.0 | $ | 188.8 | $ | 3.48 | ||||||||||||
| GAAP as a percent of net sales | 45.1 | % | 17.4 | % | 11.4 | % | GAAP effective tax rate | 4.6 | % | |||||||||||||||||
| Adjusted as a percent of net sales | 45.3 | % | 16.5 | % | 14.6 | % | Adjusted effective tax rate | 23.8 | % |
Operating Results
The following table presents changes in net sales for fiscal 2021 and 2020, as compared to the corresponding prior year period, and provides a reconciliation of organic net sales to reported amounts.
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Net Sales
| Net Sales - Total Company | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Net sales - prior year | $ | 1,949.7 | $ | 2,141.0 | |||||||||
| Organic | 72.1 | 3.7 | % | (94.9) | (4.4) | % | |||||||
| Impact of Infant and Pet Care sale | (26.8) | (1.4) | % | (93.4) | (4.4) | % | |||||||
| Impact of Cremo acquisition | 56.0 | 2.9 | % | 4.5 | 0.2 | % | |||||||
| Impact of currency | 36.3 | 1.9 | % | (7.5) | (0.3) | % | |||||||
| Net sales - current year | $ | 2,087.3 | 7.1 | % | $ | 1,949.7 | (8.9) | % |
For fiscal 2021, net sales increased 7.1% on a reported basis. Organic net sales increased 3.7% versus the prior year. The increase in organic net sales was largely driven by improving consumption across all categories and strong growth in Sun Care, Women’s Shave and Men’s Grooming. Organic net sales increased in North America by 5.2% while International organic net sales increased by 1.4%.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $950.1 in fiscal 2021, as compared to $880.9 in fiscal 2020. Gross margin as a percent of net sales for fiscal 2021 was 45.5%, up 30 basis points as compared to fiscal 2020. Adjusted gross margin as a percent of sales increased by 30 basis points compared to fiscal 2020, driven by Project Fuel related savings and favorable pricing and promotion, partially offset by increased commodity and labor costs.
Selling, General and Administrative Expense
SG&A was $391.2 in fiscal 2021, or 18.7% of net sales, as compared to $408.8 in fiscal 2020, or 21.0% of net sales. Adjusted SG&A as a percent of net sales decreased 30 basis points compared to fiscal 2020 as stronger cost control and the benefit of sales leverage more than offset investments made in increased talent and capabilities and unfavorable foreign currency fluctuations.
Advertising and Sales Promotion Expense
For fiscal 2021, A&P was $241.5, up $25.3 as compared to fiscal 2020. A&P as a percent of net sales was 11.6% for fiscal 2021, compared with 11.1% in fiscal 2020. The increase in A&P was the result of investments in and focus on critical commercial efforts supporting the Schick Hydro relaunch, Schick Stubble Eraser® product launch, Skintimate campaign, Men’s systems development in Japan, increased support for the Sun Care business and the inclusion of Cremo brand investments. Fiscal 2020 had reduced A&P expense as a result of the COVID-19 pandemic.
Research and Development Expense
Research and development expense (“R&D”) increased to $57.8 in fiscal 2021, compared to $55.3 in fiscal 2020. As a percent of net sales, R&D was approximately 2.8% in both fiscal 2021 and fiscal 2020.
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Interest Expense Associated with Debt
Interest expense associated with debt for fiscal 2021 was $67.9, an increase of $6.7 as compared to fiscal 2020. The increase in interest expense was the result of higher average outstanding debt and a higher weighted interest rate, primarily as a result of the issuance of the 5.5% $750 Senior Notes due 2028 issued in May 2020 (the “2028 Notes”).
In addition to the interest expense associated with debt, we incurred $26.1 of costs for the early retirement of the $500 Senior Notes due 2022 in fiscal 2021.
Other (Income) Expense, Net
Other (income) expense, net was income of $1.2 in fiscal 2021 compared to expense of $5.4 in fiscal 2020. The favorable movement was largely related to foreign currency movements and lower pension benefit expense, partially offset by unfavorable hedge settlements.
Income Tax Provision (Benefit)
Income taxes, which include federal, state and foreign taxes, were 19.8%, 22.6% and 4.6% of Earnings (loss) before income taxes in fiscal 2021, 2020 and 2019, respectively.
The effective income tax rate for fiscal 2021 for operations was 19.8% as compared to 22.6% in the prior year. On an adjusted basis, the effective tax rate for fiscal 2021 was 21.2% compared to 22.5% in the prior year. The fiscal 2021 effective tax rate reflects a more favorable mix of foreign earnings while fiscal 2020 includes the unfavorable impact of the sale of the Infant and Pet Care business.
| 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Reported | Adjustments | Adjusted (Non-GAAP) | ||||||||
| Earnings before income taxes | $ | 146.0 | $ | 65.7 | $ | 211.7 | ||||
| Income tax provision | 29.0 | 16.0 | 45.0 | |||||||
| Net earnings | $ | 117.0 | $ | 49.7 | $ | 166.7 | ||||
| Effective tax rate | 19.8 | % | 21.2 | % | ||||||
| 2020 | ||||||||||
| Reported | Adjustments | Adjusted (Non-GAAP) | ||||||||
| Earnings before income taxes | $ | 87.3 | $ | 104.6 | $ | 191.9 | ||||
| Income tax provision | 19.7 | 23.4 | 43.1 | |||||||
| Net earnings | $ | 67.6 | $ | 81.2 | $ | 148.8 | ||||
| Effective tax rate | 22.6 | % | 22.5 | % | ||||||
| 2019 | ||||||||||
| Reported | Adjustments | Adjusted (Non-GAAP) | ||||||||
| (Loss) earnings before income taxes | $ | (390.3) | $ | 638.1 | $ | 247.8 | ||||
| Income tax (benefit) provision | (18.1) | 77.1 | 59.0 | |||||||
| Net (loss) earnings | $ | (372.2) | $ | 561.0 | $ | 188.8 | ||||
| Effective tax rate | 4.6 | % | 23.8 | % |
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Our effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate jurisdictions, earnings increases in higher tax rate jurisdictions, or repatriation of foreign earnings or operating losses in the future could increase future tax rates. Additionally, adjustments to prior year tax provision estimates could increase or decrease future tax provisions.
Segment Results
Segment performance is evaluated based on segment profit, exclusive of general corporate expenses, share-based compensation costs, costs associated with restructuring charges, acquisition and integration costs, cost of early debt retirement, COVID-19 pandemic expenses, impairment charges, advisory expenses in connection with the evaluation of the Feminine and Infant Care businesses, Sun Care reformulation costs, investor settlement expenses, the disposition of the Infant and Pet Care business and the amortization and impairment of intangible assets. The exclusion of such changes from segment results reflects management’s view on how it evaluates segment performance. Financial items, such as interest income and expense, are managed on a global basis at the corporate level.
Our operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis, in which shared business functions are allocated between the segments on a percentage of net sales basis. Such allocations are estimates and do not represent the costs of such services if performed on a stand-alone basis.
The following tables present changes in segment net sales and segment profit for fiscal 2021 and 2020, as compared to the corresponding prior year periods, and also provide a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of Segment profit to Earnings (loss) before income taxes, see Note 18 of Notes to Consolidated Financial Statements.
Wet Shave
| Net Sales - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Net sales - prior year | $ | 1,162.3 | $ | 1,250.1 | |||||||||
| Organic | 26.6 | 2.3 | % | (83.2) | (6.7) | % | |||||||
| Impact of currency | 27.0 | 2.3 | % | (4.6) | (0.3) | % | |||||||
| Net sales - current year | $ | 1,215.9 | 4.6 | % | $ | 1,162.3 | (7.0) | % |
Wet Shave net sales for fiscal 2021 increased 4.6%, inclusive of a 2.3% increase due to currency movements. Organic net sales increased $26.6, or 2.3%, primarily driven by significantly higher volumes and slightly favorable price mix. The increase in organic net sales was driven by growth in Women’s systems, partially offset by declines in Men’s systems and Shave Preps. Women’s systems growth included increases in Intuition, Skintimate and Hydro Silk, while Men’s systems saw growth in Hydro and Bulldog, partially mitigating declines in other brands. By region, North America and International organic net sales both increased by 2.3%.
| Segment Profit - Wet Shave | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Segment profit - prior year | $ | 206.2 | $ | 246.5 | |||||||||
| Organic | 8.9 | 4.3 | % | (37.9) | (15.4) | % | |||||||
| Impact of currency | 5.9 | 2.9 | % | (2.4) | (0.9) | % | |||||||
| Segment profit - current year | $ | 221.0 | 7.2 | % | $ | 206.2 | (16.3) | % |
Wet Shave segment profit for fiscal 2021 was $221.0, up $14.8 or 7.2%, inclusive of the impact of currency movements. Organic segment profit increased $8.9, or 4.3%. The increase in segment profit was driven by higher volumes, particularly in Women’s systems and disposables, partially offset by higher A&P in support of Men’s Hydro and Women’s Skintimate razors and unfavorable operating costs driven by higher freight and commodity prices.
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Sun and Skin Care
| Net Sales - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Net sales - prior year | $ | 462.0 | $ | 463.1 | |||||||||
| Organic | 59.0 | 12.8 | % | (3.1) | (0.7) | % | |||||||
| Impact of Cremo acquisition | 56.0 | 12.1 | % | 4.5 | 1.0 | % | |||||||
| Impact of currency | 8.3 | 1.8 | % | (2.5) | (0.5) | % | |||||||
| Net sales - current year | $ | 585.3 | 26.7 | % | $ | 462.0 | (0.2) | % |
Sun and Skin Care net sales for fiscal 2021 increased 26.7%, inclusive of a 12.1% increase from the Cremo acquisition and a 1.8% increase due to currency movements. Organic net sales increased $59.0, or 12.8%, primarily due to increased Sun Care sales as Banana Boat and Hawaiian Tropic both had double digit growth, rebounding from declines in the prior year due to the COVID-19 pandemic, which resulted in travel disruption during the summer vacation season. Organic growth in Men’s grooming of 14.8% was driven by favorable volumes in Jack Black and Bulldog. Wet Ones sales grew as a result of price, with volumes flat compared to the prior year.
| Segment Profit - Sun and Skin Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Segment profit - prior year | $ | 69.1 | $ | 80.4 | |||||||||
| Organic | 19.2 | 27.8 | % | (11.7) | (14.6) | % | |||||||
| Impact of Cremo acquisition | 8.9 | 12.9 | % | 1.1 | 1.4 | % | |||||||
| Impact of currency | 1.5 | 2.1 | % | (0.7) | (0.9) | % | |||||||
| Segment profit - current year | $ | 98.7 | 42.8 | % | $ | 69.1 | (14.1) | % |
Sun and Skin Care segment profit for fiscal 2021 was $98.7, an increase of 42.8% compared to the prior year, inclusive of a 12.9% increase from the Cremo acquisition and a 2.1% increase from currency movements. Organic segment profit increased $19.2, or 27.8% driven by increased net sales and gross margin from favorable volumes of Sun Care products and pricing for Sun Care and Wet Ones, partially offset by higher freight and materials costs.
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Feminine Care
| Net Sales - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Net sales - prior year | $ | 298.6 | $ | 308.1 | |||||||||
| Organic | (13.5) | (4.5) | % | (9.1) | (3.0) | % | |||||||
| Impact of currency | 1.0 | 0.3 | % | (0.4) | (0.1) | % | |||||||
| Net sales - current year | $ | 286.1 | (4.2) | % | $ | 298.6 | (3.1) | % |
Feminine Care net sales for fiscal 2021 decreased $12.5, or 4.2%, inclusive of a 0.3% increase due to currency movements. Organic segment net sales decreased $13.5, or 4.5%, driven by overall category declines, lost distribution, and the impact of the prior year pantry loading.
| Segment Profit - Feminine Care | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Segment profit - prior year | $ | 52.3 | $ | 48.3 | |||||||||
| Organic | (15.7) | (30.0) | % | 4.1 | 8.5 | % | |||||||
| Impact of currency | 0.6 | 1.1 | % | (0.1) | (0.2) | % | |||||||
| Segment profit - current year | $ | 37.2 | (28.9) | % | $ | 52.3 | 8.3 | % |
Feminine Care segment profit for fiscal 2021 was $37.2, a decrease of $15.1, or 28.9%, inclusive of currency impacts. The decrease is primarily due to unfavorable gross margin from lower sales volumes across all products, unfavorable cost mix due to higher material costs and higher warehouse and distribution costs.
All Other
The Infant and Pet Care business divestiture, completed in December 2019, disposed of the entirety of the operations of the All Other segment. The results below represent the impact of the divestiture to segment performance:
| Net Sales - All Other | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Net sales - prior year | $ | 26.8 | $ | 119.7 | |||||||||
| Organic | — | — | % | 0.5 | 0.4 | % | |||||||
| Impact of Infant and Pet Care business sale | (26.8) | (100.0) | % | (93.4) | (78.0) | % | |||||||
| Impact of currency | — | — | % | — | — | % | |||||||
| Net sales - current year | $ | — | (100.0) | % | $ | 26.8 | (77.6) | % |
| Segment Profit - All Other | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Years Ended September 30, | |||||||||||||
| 2021 | %Chg | 2020 | %Chg | ||||||||||
| Segment profit - prior year | $ | 3.1 | $ | 11.7 | |||||||||
| Organic | — | — | % | 0.5 | 4.3 | % | |||||||
| Impact of Infant and Pet Care business sale | (3.1) | (100.0) | % | (9.1) | (77.8) | % | |||||||
| Impact of currency | — | — | % | — | — | % | |||||||
| Segment profit - current year | $ | — | (100.0) | % | $ | 3.1 | (73.5) | % |
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General Corporate and Other Expenses
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| General corporate and other expenses | $ | 56.5 | $ | 54.9 | $ | 57.3 | ||||
| Restructuring and related costs | 30.1 | 38.1 | 55.6 | |||||||
| Cost of early retirement of long-term debt | 26.1 | 26.2 | — | |||||||
| Acquisition and integration planning costs | 8.4 | 39.8 | 6.7 | |||||||
| Sun Care reformulation costs | 1.1 | — | 2.8 | |||||||
| Feminine and Infant Care evaluation costs | — | 0.3 | 2.1 | |||||||
| COVID-19 expenses | — | 4.3 | — | |||||||
| Gain on sale of Infant and Pet Care business | — | (4.1) | — | |||||||
| Impairment charges | — | — | 570.0 | |||||||
| Investor settlement expense | — | — | 0.9 | |||||||
| General corporate and other expenses | $ | 122.2 | $ | 159.5 | $ | 695.4 | ||||
| % of net sales | 5.9 | % | 8.2 | % | 32.5 | % |
For fiscal 2021, general corporate expenses were $56.5, an increase of $1.6 as compared to fiscal 2020. Fiscal 2020 general corporate expenses decreased $2.4 when compared to fiscal 2019. The increase in general corporate expenses in fiscal 2021 relates to additional benefit and incentive payments, partially offset by savings from Project Fuel and reduced consulting and legal fees.
The Company incurred expenses associated with the early retirement of the $500 Senior Notes due 2022 and $600 Senior Notes due 2021, including the recognition of remaining debt issuance costs and interest expense in the second quarter of fiscal 2021 and third quarter of fiscal 2020, respectively. Acquisition and integration costs incurred in fiscal 2021 and the fourth quarter of fiscal 2020 were related to the acquisition of Cremo, which was completed in September 2020. Additionally, the Company incurred expenses, primarily legal, consulting and financing costs, associated with the termination of the Harry’s acquisition in the first half of fiscal 2020.
Liquidity and Capital Resources
To date, COVID-19 has not had a significant impact on our liquidity or capital resources. However, the ongoing COVID-19 pandemic has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.
At September 30, 2021, a portion of our cash balances were located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings were $1,276.5 at September 30, 2021, including $26.5 tied to variable interest rates. Our total borrowings at September 30, 2020 were $1,271.1. We had outstanding international borrowings, recorded within Notes payable, of $26.5 and $21.1 as of September 30, 2021 and September 30, 2020, respectively.
Historically, we have generated and expect to continue to generate positive cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care products, typically resulting in higher net sales and increased cash generation in the second and third quarter of each fiscal year. While we cannot reasonably estimate the full impact COVID-19 will have on our cash flows, we believe our cash on hand, cash flows from operations and borrowing capacity under our U.S. Revolving Credit Facility due 2025 (the “Revolving Credit Facility”) will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending, and liquidity needs.
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Short-term financing needs primarily consist of working capital requirements and principal and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. We may, from time-to-time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us.
In fiscal 2022, we expect our total capital expenditures to be in the range of $60 to $70 primarily related to both maintenance of and productivity efforts across manufacturing facilities, new product development and information technology system enhancements. While we intend to fund these capital expenditures with cash generated from operations, we may also utilize our borrowing facilities.
During fiscal 2021, we contributed $4.9 to our pension and postretirement plans. Due to the election of certain terms of the American Rescue Plan Act, we are not required to make any cash contributions to our pension and postretirement plans in fiscal 2022.
Debt Covenants
The Revolving Credit Facility governing our outstanding debt at September 30, 2021 contains certain customary representations and warranties, financial covenants, covenants restricting our ability to take certain actions, affirmative covenants, and provisions relating to events of default. Under the terms of the Revolving Credit Facility, the ratio of our indebtedness to our earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the agreement and detailed below, cannot be greater than 4.0 to 1.0. In addition, under the Revolving Credit Facility, the ratio of our EBITDA to total interest expense must exceed 3.0 to 1.0. If we fail to comply with these covenants or with other requirements of the Revolving Credit Facility, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of our facilities would trigger cross-defaults on our other borrowings. Under the Revolving Credit Facility, EBITDA is defined as net earnings, as adjusted to add-back interest expense, income taxes, depreciation and amortization, all of which are determined in accordance with GAAP. In addition, the Revolving Credit Facility allows certain non-cash charges such as stock award amortization and asset write-offs including, but not limited to, impairment and accelerated depreciation, and operating expense reductions or synergies to be “added-back” in determining EBITDA for purposes of the indebtedness ratio. Total debt and interest expense are calculated in accordance with GAAP.
As of September 30, 2021, we were in compliance with the provisions and covenants associated with the Revolving Credit Facility.
Cash Flows
A summary of our cash flow from operating, investing and financing activities is provided in the following table:
| Fiscal Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||
| Net cash from (used by): | ||||||||||
| Operating activities | $ | 229.0 | $ | 232.6 | $ | 190.6 | ||||
| Investing activities | (48.7) | (196.4) | (45.5) | |||||||
| Financing activities | (65.4) | (18.7) | (63.8) | |||||||
| Effect of exchange rate changes on cash | (0.4) | 5.6 | (6.1) | |||||||
| Net increase (decrease) in cash and cash equivalents | $ | 114.5 | $ | 23.1 | $ | 75.2 |
Operating Activities
Cash flow from operating activities was $229.0 in fiscal 2021, as compared to $232.6 in fiscal 2020. The slight decrease in fiscal 2021 was primarily a result of net cash outflow from working capital in the current period compared to an inflow from working capital changes in the prior year period, partially offset by improved earnings compared to the prior year period.
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Investing Activities
Cash flow used by investing activities was $48.7 in fiscal 2021 as compared to $196.4 in fiscal 2020. During fiscal 2021, we collected $7.5 of proceeds from the sale of the Infant and Pet Care business, compared to $95.8 in the prior year. Capital expenditures were $56.8 and $47.7 during fiscal 2021 and 2020, respectively. Additionally, other investing cash inflows related to the collection of receivables from our $150 uncommitted master accounts receivable purchase agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the purchaser (the “Accounts Receivable Facility”) totaled $2.6 and $4.3 during fiscal 2021 and 2020, respectively, as a result of collections on the deferred purchase price of accounts receivables sold. During fiscal 2020, we completed the acquisition of Cremo for $233.6 and a minority investment of a direct-to-consumer company totaling $13.8.
Financing Activities
Net cash used by financing activities was $65.4 in fiscal 2021 as compared to $18.7 in fiscal 2020. During fiscal 2021, we repurchased $9.2 of our common stock under our 2018 Board authorization to repurchase our common stock. The Company repaid its 2022 Senior Notes with the proceeds received from the issuance of the 2029 Senior Notes, together with cash on hand. Additional financing cash outflows incurred were related to costs of early debt retirement of the 2022 Senior Notes totaling $26.1 and debt issuance costs of $6.5. Dividend payments totaled $25.6 in fiscal 2021. Additionally, cash flows associated with the Accounts Receivable Facility were inflows of $2.4 during fiscal 2021 compared to financing outflows of $11.2 in the prior year period. In the prior year period, the Company replaced its 2021 Senior Notes in the amount of $600 with the 2028 Senior Notes in the amount of $750. Early debt retirement costs incurred in connection with the repayment of the 2021 Senior Notes totaled $26.2 and debt issuance costs totaling $11.7. The Company had net repayments of its Revolving Credit Facility during fiscal 2020 totaling $117.0.
Share Repurchases
In January 2018, our Board approved an authorization to repurchase up to 10.0 shares of our common stock. This authorization replaced a prior share repurchase authorization from May 2015. During fiscal 2021, we repurchased 0.3 shares of our common stock for $9.2. We have 9.7 shares remaining available for purchase under the January 2018 Board authorization. As a part of our capital allocation strategy, we plan to implement a more consistent approach to share repurchases and intend to repurchase approximately $300 in shares of our common stock over the next three fiscal years. Additionally, we intend to enter into a Rule 10b5-1 trading plan to facilitate the repurchase of our common shares in accordance with this share repurchase program.
During fiscal 2021, 0.1 shares were purchased related to the surrender of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalent awards.
Since November 15, 2021, we repurchased 0.2 shares of common stock on the open market for $7.4. We have 9.6 shares remaining available for purchase under the January 2018 Board authorization.
Dividends
On August 5, 2021, the Company’s Board of Directors (the “Board”) declared a cash dividend of $0.15 per share of common stock outstanding. The dividend was paid on October 5, 2021 to holders of record as of the close of business on September 9, 2021. Dividends declared during fiscal 2021 totaled $33.7. Payments made for dividends during fiscal 2021 totaled $25.6.
On November 4, 2021, the Board declared a quarterly cash dividend of $0.15 per common stock outstanding for the fourth fiscal quarter. The dividend is payable January 6, 2022 to stockholders of record as of the close of business on December 3, 2021.
Inflation
Management recognizes that inflationary pressures may have an adverse effect on our company through higher material, labor and transportation costs, asset replacement costs and related depreciation, healthcare and other costs. In general, we have been able to offset or minimize inflation effects through a variety of methods including pricing actions, cost reductions and productivity improvements. We can provide no assurance that such mitigation will be available in the future.
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Seasonality
Customer orders for sun care products within our Sun and Skin Care segment are highly seasonal. This has historically resulted in higher sun care sales to retailers during the late winter through mid-summer months. Within our Wet Shave segment, sales of women’s products are moderately seasonal, with increased consumer demand in the spring and summer months. See “Our business is subject to seasonal volatility” in Item 1A. Risk Factors.
Foreign Currency
Certain net sales and costs of our international operations are denominated in the local currency of the respective countries. As such, sales and profits from these subsidiaries may be impacted by fluctuations in the value of these local currencies relative to the U.S. dollar. We also have significant intercompany financing arrangements that may result in gains and losses in our results of operations. In an effort to mitigate the impact of currency exchange rate effects, we may hedge certain operational and intercompany transactions; however, our hedging strategies may not fully offset gains and losses recognized in our results of operations.
On June 23, 2016, the U.K held a referendum in which voters approved an exit from the E.U., commonly referred to as “Brexit.” The U.K. officially exited the E.U. on January 31, 2020, however, negotiations between the U.K. and E.U. regarding the separation remain ongoing. On December 24, 2020, the E.U. and the U.K. agreed on the final terms of a trade and cooperation agreement related to their relationship following Brexit. Future impacts on our U.K. operations and financial results will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations.
Generally, a weaker British pound as compared to the U.S. dollar during a reporting period causes the local currency results of our U.K. operations to be translated into fewer U.S. dollars. Historically, our hedging strategy has included hedging a portion of our exposure to the British pound, thereby reducing our currency risk. We routinely monitor and evaluate this strategy based on risk and will adjust as necessary to minimize exposure to fluctuations in exchange rates related to our U.K. operations. For fiscal 2021, net sales of our U.K. operations were 4% of our consolidated net sales.
Commitments and Contingencies
Contractual Obligations
We have significant contractual obligations to fulfill our business operations including the repayment of short and long term debt, periodic interest payments, minimum levels of pension funding, and other obligations including payments for various leases of real estate, vehicles, and equipment, and minimum fixed costs to be paid to third party logistics vendors. We are also party to various service and supply contracts that generally extend one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. In addition, we have various commitments related to service and supply contracts that contain penalty provisions for early termination. Because of the short period between order and shipment date (generally less than one month) for most of our orders, the dollar amount of current backlog is not material and is not considered to be a reliable indicator of future sales volume. Generally, sales to our top customers are made pursuant to purchase orders and we do not have supply agreements or guarantees of minimum purchases from them. As a result, these customers may cancel their purchase orders or reschedule or decrease their level of purchases from us at any time. As of September 30, 2021, we do not believe such purchase arrangements or termination penalties will have a significant effect on our results of operations, financial position or liquidity position in the future.
Environmental Matters
Our operations, like those of other companies, are subject to various federal, state, local and foreign laws and regulations intended to protect public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks, and waste handling and disposal. Accrued environmental costs at September 30, 2021 were $11.8. It is difficult to quantify with reasonable certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, consolidated earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
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Critical Accounting Policies
The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade promotion programs, pension and postretirement benefit costs, share-based compensation, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, we evaluate our estimates, but actual results could differ materially from those estimates.
Our most critical accounting policies are revenue recognition, pension and other postretirement benefits, the valuation of long-lived assets (including property, plant and equipment), income taxes (including uncertain tax positions) and the carrying value of intangible assets (and the related impairment testing of goodwill and other indefinite-lived intangible assets). A summary of our significant accounting policies is contained in Note 2 of Notes to Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of our accounting policies.
Revenue Recognition
We derive revenue from the sale of our products. Revenue is recognized when the customer obtains control of the goods, which occurs when the ability to use and obtain benefits from the goods are passed to the customer, most commonly upon the delivery of the goods,. Discounts are offered to customers for early payment, and an estimate of the discounts is recorded as a reduction of Net sales in the same period as the sale. Our standard sales terms are final and returns or exchanges are not permitted with the exception of end of season returns for Sun Care products, as detailed below. Reserves are established and recorded in cases where the right of return does exist for a particular sale.
We assess the contractual obligations in customers’ purchase orders and identify performance obligations related to the transferred goods (or a bundle of goods) that are distinct. To identify the performance obligations, we consider all the goods promised, whether explicitly stated or implied based on customary business practices. Our purchase orders are short term in nature, lasting less than one year, and contain a single delivery element. For a purchase order that has more than one performance obligation, we allocate the total consideration to each distinct performance obligation on a relative stand-alone selling price basis. We do not exclude variable consideration in determining the remaining value of performance obligations.
We record sales at the time that control of goods passes to the customer. The terms of these sales vary, but, in all instances, the following conditions are met: (1) the sales arrangement is evidenced by purchase orders submitted by customers; (2) the selling price is fixed or determinable; (3) title to the product has transferred; (4) there is an obligation to pay at a specified date without any additional conditions or actions required by us; and (5) collectability is reasonably assured. Simultaneously with the sale, we reduce Net sales and Cost of products sold and reserve amounts on the Consolidated Balance Sheet for anticipated returns based upon an estimated return level in accordance with GAAP. Customers are required to pay for the Sun Care product purchased during the season under the required terms. Under certain circumstances, we allow customers to return Sun Care products that have not been sold by the end of the Sun Care season, which is normal practice in the Sun Care industry. The timing of returns of Sun Care products can vary in different regions, based on climate and other factors. However, the majority of returns occur in the U.S. from September through January, following the summer Sun Care season. We estimate the level of Sun Care returns as the Sun Care season progresses, using a variety of inputs including historical experience, consumption trends during the Sun Care season, obsolescence factors including expiration dates and inventory positions at key retailers. We monitor shipment activity and inventory levels at key retailers during the season in an effort to more accurately estimate potential returns. This allows us to manage shipment activity to our customers, especially in the latter stages of the Sun Care season, to reduce the potential for returned product. The level of returns may fluctuate from our estimates due to several factors, including weather conditions, customer inventory levels and competitive activity. Based on our fiscal 2021 Sun Care shipments, each percentage point change in our returns rate would have impacted our reported net sales by $3.4 and our reported operating income by $3.2. At September 30, 2021 and 2020, our reserve on the Consolidated Balance Sheet for returns was $52.7 and $44.8, respectively.
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We offer a variety of programs, primarily to our retail customers, designed to promote sales of our products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. We accrue, at the time of sale, the estimated total payments and allowances associated with each transaction. Additionally, we offer programs directly to consumers to promote the sale of our products. Promotions which reduce the ultimate consumer sale prices are recorded as a reduction of net sales at the time the promotional offer is made, generally using estimated redemption and participation levels. Taxes we collect on behalf of governmental authorities, which are generally included in the price to the customer, are also recorded as a reduction of net sales.
We continually assess the adequacy of accruals for customer and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material to annual results.
Pension Plans and Other Postretirement Benefits
The determination of our obligation and expense for pension and other postretirement benefits is dependent on certain assumptions developed by us and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, the expected long-term rate of return on plan assets, and future salary increases, where applicable. Actual results that differ from assumptions made are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension and other postretirement obligations. In determining the discount rate, we use the yield on high-quality bonds that coincide with the cash flows of our plans’ estimated payouts. For our U.S. plans, which represent our most significant obligations, we use the Mercer yield curve in determining the discount rates.
We utilize a spot discount rate approach to estimate service and interest components of net periodic benefit cost for our pension benefits. The spot discount rate approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows and is a more precise application of the yield curve spot rates used in the traditional single discount rate approach.
Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on our annual earnings, prospectively. Based on plan assets at September 30, 2021, a one percentage point decrease or increase in expected asset returns would increase or decrease our pension expense by approximately $5.1. In addition, it may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease, leading to lower or higher pension obligations, respectively. A one percentage point decrease in the discount rate would increase pension obligations by approximately $82.5 at September 30, 2021.
As allowed under GAAP, our U.S. qualified pension plan uses market related value, which recognizes market appreciation or depreciation in the portfolio over five years, thereby reducing the short-term impact of market fluctuations.
We have historically provided defined benefit pension plans to our eligible employees, former employees and retirees. We fund our pension plans in compliance with the Employee Retirement Income Security Act of 1974 or local funding requirements.
Further detail on our pension and other postretirement benefit plans is included in Note 12 of Notes to Consolidated Financial Statements.
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Share-Based Compensation
We award restricted stock equivalents (“RSE”), which generally vest over two to four years. The fair value of each grant is estimated on the date of grant based on the current market price of our shares of common stock.
We also award performance restricted stock equivalents (“PRSE”) which may provide for the issuance of common stock to certain managerial staff and executive management if specified performance or market targets are achieved. The recipient of the PRSE award may earn a total award ranging from 0% to 200% of the target award.
For PRSE awards with performance conditions, the fair value of each grant is estimated on the date of grant based on the current market price of our shares of common stock. The total amount of compensation expense recognized reflects the initial assumption that target performance goals will be achieved. Compensation expense may be adjusted during the life of the performance grant based on management’s assessment of the probability that performance goals will be achieved. If such goals are not met or it is determined that achievement of performance goals is not probable, compensation expense is adjusted to reflect the reduced expected payout level. If it is determined that the performance goals will be exceeded, additional compensation expense is recognized.
For PRSE awards based on market conditions, the fair value is estimated on the grant date using a Monte Carlo simulation. The payout for PRSE awards with market conditions are assessed by comparing our total shareholder return (“TSR”) during a certain three year period to the respective TSRs of companies in a selected performance peer group.
Non-qualified stock options (“share options”) are granted at the market price of our common stock on the grant date and generally vest ratably over three years. We calculate the fair value of total share-based compensation for share options using the Black-Scholes option pricing model, which utilizes certain assumptions and estimates that have a material impact on the amount of total compensation cost recognized in our consolidated financial statements, including the expected term, expected stock price volatility, risk-free interest rate and expected dividends. The original estimate of the grant date fair value is not subsequently revised unless the awards are modified or there is a change in the number of awards expected to forfeit prior to vesting.
Further detail on Share-Based Payments is included in Note 13 of Notes to Consolidated Financial Statements.
Valuation of Long-Lived Assets
We periodically evaluate our long-lived assets, including property, plant and equipment, goodwill, and intangible assets, for potential impairment indicators. Judgments regarding the existence of impairment indicators, including lower than expected cash flows from acquired businesses, are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist. We estimate fair value using valuation techniques such as discounted cash flows. This requires management to make assumptions regarding future income, working capital, and discount rates, which would affect the impairment calculation.
Income Taxes
Our annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items to be included in the tax return at different times than the items reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.
Deferred tax assets generally represent the tax effect of items that can be used as a tax deduction or credit in future years for which we have already recorded the tax benefit in our income statement. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred, the tax effect of expenditures for which a deduction has already been taken in our tax return but has not yet been recognized in our financial statements, or assets recorded at estimated fair value in business combinations for which there was no corresponding tax basis adjustment.
We estimate income taxes and the effective income tax rate in each jurisdiction that we operate. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.
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We operate in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. We evaluate our tax positions and establish liabilities in accordance with guidance governing accounting for uncertainty in income taxes. We review these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjust them accordingly.
Further detail on Income Taxes is included in Note 5 of Notes to Consolidated Financial Statements.
Acquisitions, Goodwill and Intangible Assets
We allocate the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. The valuation of the acquired assets and liabilities will impact the determination of future operating results. We use a variety of information sources to determine the value of acquired assets and liabilities, including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans; and legal counsel or other experts to assess the obligations associated with legal, environmental or other claims.
During fiscal 2020, the Company used variations of the income approach in determining the fair value of intangible assets acquired in the acquisition of Cremo Holding Company, LLC. Specifically, we utilized the multi-period excess earnings method to determine the fair value of the definite lived customer relationships acquired and the relief from royalty method to determine the fair value of the definite lived trade name and proprietary technology that we acquired.
Our determination of the fair value of customer relationships acquired involved significant estimates and assumptions related to revenue growth rates, discount rates, and customer attrition rates. The determination of the fair value of trade names and proprietary technology acquired involved the use of significant estimates and assumptions related to revenue growth rates, royalty rates and discount rates. We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use.
The recorded value of goodwill and intangible assets from recently acquired businesses are derived from more recent business operating plans and macroeconomic environmental conditions and, therefore, are likely more susceptible to an adverse change that could require an impairment charge. As such, significant judgment is required in estimating the fair value of goodwill and intangible assets. Additionally, significant judgment is needed when assigning a useful life to intangible assets. Certain intangible assets are expected to have determinable useful lives. Our assessment of intangible assets that have a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. The costs of determinable-lived intangible assets are amortized to expense over the estimated useful life. The value of residual goodwill is not amortized, but is tested at least annually for impairment. See Note 7 of Notes to Consolidated Financial Statements.
However, future changes in the judgments, assumptions and estimates that are used in our acquisition valuations and intangible asset and goodwill impairment testing, including discount rates or future operating results and related cash flow projections, could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year.
During the fourth quarter of fiscal 2021, we performed an annual test for impairment of goodwill on each of our reporting units. We elected to perform a qualitative test of goodwill impairment for the Feminine Care reporting unit. Taking into account the excess fair value over carrying value in the prior valuation, as well as macroeconomic factors, industry conditions and actual results relative to the amounts projected in the prior quantitative test, we determined it was not more likely than not that the fair value of the reporting unit is less than the carrying amount. For the Wet Shave, Sun Care, and Skin Care reporting units, we elected to perform a quantitative impairment test in fiscal 2021. As part of the quantitative goodwill impairment test, we estimated the fair value of each reporting unit using both market and income approaches of valuation. The income approach utilizes the discounted cash flow method and incorporates significant estimates and assumptions, including long-term projections of future cash flows, market conditions, and discount rates reflecting the risk inherent in future cash flows. The projections for future cash flows are generated using our company’s strategic plan to determine a five-year period of forecasted cash flows and operating data. The market approach uses the guideline public company method to calculate the value of each reporting unit based on the operating data of similar assets from competing publicly traded companies. Multiples derived from guideline companies provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. The multiples are adjusted given the specific characteristics of the reporting unit including its position in the market relative to the guideline companies and applied to the reporting unit’s operating data to arrive at an indication of value.
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The income and market approaches are weighted based on circumstances specific to each reporting unit and combined are used to calculate fair value.
Determining the fair value of a reporting unit requires the use of significant judgment, estimates and assumptions. While we believe that the estimates and assumptions underlying the valuation methodology are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized, and also on the magnitude of any such charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections. We will monitor any changes to these assumptions and will evaluate goodwill as deemed warranted during future periods.
The key assumptions for the market and income approaches used to determine fair value of the reporting units are updated at least annually. Those assumptions and estimates include market data and market multiples, discount rates and terminal growth rates, as well as future levels of revenue growth and operating margins based upon our strategic plan. The assumptions used for the annual goodwill impairment test for fiscal year 2021 include terminal growth rates ranging from 0.25% to 2.50% and a weighted-average cost of capital of 9.0%.
Our annual impairment testing date was July 1, 2021, and the valuation indicated there was no impairment of the goodwill of the tested reporting units. The results of the valuation indicated that all reporting units had a fair value that exceeded its carrying value by more than 30%.
We evaluate the fair value of indefinite-lived intangible assets annually in conjunction with the goodwill impairment test. Our assessment of intangible assets that have an indefinite life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment.
During the fourth quarter of fiscal 2021, we elected to complete a qualitative assessment for impairment of indefinite lived trade names, except for the Banana Boat trade name, for which we completed a quantitative assessment. There were no significant events nor adverse trends that indicated any of the indefinite lived intangible assets were impaired during the fourth quarter of fiscal 2021.
We tested the Banana Boat trade name for impairment by performing a quantitative assessment to estimate the fair value. The estimated fair value was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates regarding future revenue and operating margin growth, and discount rates. Revenue and operating margin growth assumptions are based on historical trends and management’s expectations for future growth by brand. The discount rates were based on a weighted-average cost of capital utilizing industry market data of similar companies, in addition to estimated returns on the assets utilized in the operations of the applicable reporting unit, including net working capital, fixed assets and intangible assets.
The valuation of the Banana Boat trade name had no indication of impairment as of the annual testing date on July 1, 2021. The impairment analysis performed in fiscal 2021 indicated that the Banana Boat trade name had a fair value that exceeded its carrying value by greater than 40%.
Future changes in the judgment, assumptions and estimates that are used in our impairment testing could result in significantly different estimates of the fair values in the future. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect our financial statements in any given year. The assumptions used for the annual valuation for indefinite-lived intangible assets for fiscal year 2021 include a terminal growth rate of 2.50% and a weighted-average cost of capital of 9.5%.
The annual impairment analysis performed in fiscal 2021 did not indicate that impairment existed in the reporting units or indefinite lived trade names.
Recently Issued Accounting Standards
Refer to Note 2 of Notes to Consolidated Financial Statements for a discussion regarding recently issued accounting standards and their estimated impact on our financial statements.
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