21 unchanged sentences
SBH's internal control over financial reporting as of September 30, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its attestation report, which is included herein.
−Removed: Under guidelines established by the SEC, companies are allowed to exclude acquisitions from their first assessment of internal control over financial reporting following the date of the acquisition.
−Removed: SBH’s management excluded the acquisition of the Tristar Business, which was completed on February 18, 2022, from the assessment of the effectiveness of internal control over financial reporting.
−Removed: The total assets of $381.9 million and total net sales of 189.7 million associated with the acquisition are included in the consolidated financial statements of SBH as of and for the year ended September 30, 2022.
Changes in Internal Control Over Financial Reporting .
−Removed: There was no change in SBH's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, SBH's internal control over financial reporting.
+Added: The Company is in the process of implementing a new global enterprise resource planning ("ERP") system, which will replace our existing operating and financial systems which will be implemented over the next several years.
+Added: The implementation began with the pilot deployment in the fourth quarter of fiscal year 2023 and was limited to our GPC operations in Canada and Noblesville, Indiana.
+Added: The implementation in other locations will continue over subsequent years.
+Added: As the project continues, the Company continues to emphasize the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase.
+Added: Except as described above, there have been no changes in SBH's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, SBH's internal control over financial reporting.
SB/RH Holdings, LLC
5 unchanged sentences
Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.
−Removed: Table of Conten t s
Management’s Annual Report on Internal Control over Financial Reporting .
11 unchanged sentences
Based on this assessment, management has concluded that its internal control over financial reporting was effective as of September 30, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.
−Removed: Under guidelines established by the SEC, companies are allowed to exclude acquisitions from their first assessment of internal control over financial reporting following the date of the acquisition.
−Removed: SB/RH’s management excluded the acquisition of the Tristar Business, which was completed on February 18, 2022, from the assessment of the effectiveness of internal control over financial reporting.
−Removed: The total assets of $381.9 million and total net sales of $189.7 million associated with the acquisition are included in the consolidated financial statements of SB/RH as of and for the year ended September 30, 2022.
−Removed: This annual report does not include an attestation report of SB/RH's registered public accounting firm due to the established rules of the SEC.
Changes in Internal Control Over Financial Reporting .
−Removed: There was no change in SB/RH's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, SB/RH's internal control over financial reporting.
+Added: The Company is in the process of implementing a new global enterprise resource planning ("ERP") system, which will replace our existing operating and financial systems which will be implemented over the next several years.
+Added: The implementation began with the pilot deployment in the fourth quarter of fiscal year 2023 and was limited to our GPC operations in Canada and Noblesville, Indiana.
+Added: The implementation in other locations will continue over subsequent years.
+Added: As the project continues, the Company continues to emphasize the maintenance of effective internal controls and assessment of the design and operating effectiveness of key control activities throughout development and deployment of each phase.
+Added: Except as described above, there have been no changes in SB/RH's internal control over financial reporting (as defined in Rules 13a15(f) and 15d-15(f) under the Securities Exchange Act of 1934 as amended) that occurred during our fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, SB/RH's internal control over financial reporting.
OTHER INFORMATION
−Removed: Table of Conten t s
+Added: During the three month period ended September 30, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1" trading agreement.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
24 unchanged sentences
The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosures which will be included in a subsequent amendment to the Form 10-K.
−Removed: Table of Conten t s
PRINCIPAL ACCOUNTING FEES AND SERVICES
20 unchanged sentences
The exhibits listed in the Exhibit Index filed as part of this Annual Report on Form 10-K.
−Removed: Table of Conten t s
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
19 unchanged sentences
Combined Notes to Consolidated Financial Statements
−Removed: Table of Conten t s
Report of Independent Registered Public Accounting Firm
22 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Sufficiency of audit evidence related to held for sale classification
−Removed: As discussed in Notes 1and 3 to the consolidated financial statements, on September 8, 2021, the Company entered a definitive agreement with ASSA ABLOY AB (ASSA) to sell its Hardware and Home Improvement (HHI) segment, subject to certain antitrust approvals, and has presented the HHI segment as assets held for sale since then.
−Removed: On September 15, 2022, the Department of Justice (DOJ) issued a petition to enjoin and block the HHI transaction.
−Removed: Both the Company and ASSA have stated their disagreement with the purported concerns of the DOJ and have made proposals to address them.
−Removed: The Company expects that the parties will obtain all required governmental clearances and will close the HHI transaction.
−Removed: As such, the Company continued to classify the HHI segment as held for sale, with total assets held for sale and total liabilities held for sale of $1,816.7 million and $463.7 million, respectively, as of September 30, 2022.
−Removed: We identified the sufficiency of audit evidence over the held for sale classification of the HHI segment as a critical audit matter.
−Removed: Specifically, subjective auditor judgment was required to evaluate management's assertion that it expects a favorable resolution of the DOJ petition, which is necessary for the sale of HHI to ASSA to be completed.
+Added: Assessment of goodwill impairment for the Home and Personal Care (HPC) reporting unit
+Added: As discussed in Note 2 to the consolidated financial statements, the Company assesses goodwill for impairment on an annual basis for each reporting unit and more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.
+Added: If the carrying value of the reporting unit is more likely than not greater than the fair value of the reporting unit, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment.
+Added: The fair value of the HPC reporting unit was estimated using an income approach and a market approach.
+Added: The income approach is a discounted cash flow methodology which required estimation of future revenues, expenses, and capital expenditures and assumptions about the weighted average cost of capital and perpetuity growth rate.
+Added: The market approach is a guideline public company method that assessed the value of the reporting unit based upon market multiples derived from financial results of selected comparable companies.
+Added: As discussed in Note 11, the Company recorded an impairment charge of $111.1 million related to the HPC reporting unit for the year ended September 30, 2023
+Added: We identified the assessment of goodwill impairment in the HPC reporting unit as a critical audit matter.
+Added: Our evaluation of certain assumptions used in the income approach, specifically the determination of (1) the discrete and long-term revenue growth rates used to estimate future revenues and (2) the discount rate, required a high degree of auditor judgment as they were based on subjective determinations of future market and economic conditions.
+Added: Changes to these assumptions could have had a significant effect on the Company's assessment of the fair value of the reporting unit and the amount of impairment recorded.
+Added: Additionally, the audit effort associated with the evaluation of the long-term growth rate and discount rate required specialized skill and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We applied auditor judgment to determine the nature and extent of procedures to be performed related to the held for sale classification of the HHI segment, including management’s assertion for a favorable resolution of the DOJ petition.
−Removed: We evaluated the design and tested the operating effectiveness of an internal control related to the held for sale classification of the HHI segment as of September 30, 2022.
−Removed: To evaluate management’s assertion that it expects a favorable resolution of the DOI petition, we:
−Removed: • inspected management's analysis and evaluated the basis for management's conclusions related to the held for sale classification of the HHI segment, including its assessment of the specific facts and circumstances around legal and regulatory factors that were relevant in the Company’s conclusions
−Removed: • inspected and evaluated internal and external documentation, including analysis of the DOJ petition against the pending sale of the HHI segment, as well as court rulings for similar transactions
−Removed: • evaluated management's intent and ability to execute its plans to secure a favorable resolution of the DOJ petition and close the transaction.
−Removed: We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of such evidence.
−Removed: Valuation of contingent consideration and tradename in the Tristar Products, Inc.
−Removed: business acquisitions
−Removed: As discussed in Notes 2 and 4 to the consolidated financial statements, on February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consists of the home appliances and cookware business of Tristar Products, Inc., in a business combination for a total purchase price of $325.0 million.
−Removed: The total purchase price included the estimated acquisition-date fair value of contingent consideration, which may be paid if the acquired business achieves certain targets in 2022 and 2023.
−Removed: The acquisition-date fair value of the contingent consideration liability was estimated using a Monte Carlo simulation model.
−Removed: In connection with this business combination, the Company acquired the PowerXL tradename intangible asset, for which the Company used the relief from royalty method to determine the acquisition-date fair value.
−Removed: The acquisition-date fair values for the contingent consideration liability and the PowerXL tradename were $30.0 million and $66.0 million, respectively.
−Removed: Table of Conten t s
−Removed: We identified the assessment of the acquisition-date fair value measurement of the contingent consideration liability and the PowerXL tradename intangible asset as a critical audit matter.
−Removed: A high degree of complex auditor judgment was required to evaluate the key assumptions used to estimate the acquisition-date fair value of the contingent consideration liability, including forecasted gross profit and volatility.
−Removed: A high degree of complex auditor judgment was also required to evaluate the key assumptions used to estimate the acquisition-date fair value of the PowerXL tradename intangible asset, including forecasted revenue and the royalty rate.
−Removed: Changes in these assumptions could have had a significant impact on the acquisition-date fair values of the contingent consideration liability and the tradename.
−Removed: In addition, valuation professionals with specialized skills and knowledge were needed to assist in performing certain audit procedures related to the acquisition-date fair value measurement of both the contingent consideration liability and the PowerXL tradename intangible asset.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the goodwill impairment assessment process, including controls over the determination of discrete and long-term revenue growth rates and the discount rate.
+Added: We evaluated the Company's discrete revenue growth rate for the HPC reporting unit by comparing such rate to the Company's historical revenue growth rates and industry analyst reports.
+Added: In addition, we involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the Company's selection of the long-term revenue growth rate and discount rate by:
+Added: • comparing the long-term revenue growth rate to long-term economic growth expectations using publicly available third-party data
+Added: • comparing the discount rate determined by the Company to a discount rate range that was independently developed using publicly available market data
+Added: • performing a sensitivity analysis to assess the impact of possible changes to the discount rate.
+Added: Assessment of impairment of the Rejuvenate and PowerXL tradenames
+Added: As discussed in Note 2 to the consolidated financial statements, the Company assesses indefinite lived intangible assets for impairment at least annually.
+Added: If the carrying value is more likely than not greater than the fair value of the indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure impairment.
+Added: The fair value of indefinite lived intangible assets is determined using an income approach, specifically the relief-from-royalty methodology which requires estimates of future revenues, royalty rates, and the discount rates.
+Added: As discussed in Note 11, the indefinite lived intangible asset balance, consisting primarily of tradenames, was $778.4 million as of September 30, 2023.
+Added: As a result of triggering events that occurred during the year ended September 30, 2023, impairment charges of $56.0 million and $45.0 million were recorded for the Rejuvenate and PowerXL tradenames, respectively.
+Added: We identified the assessment of impairment of the Rejuvenate and PowerXL tradenames as a critical audit matter.
+Added: A high degree of challenging auditor judgment was required to evaluate the future revenues and discount rates used to estimate the fair value of these tradenames.
+Added: Specifically the determination of (1) the discrete and long-term revenue growth rates used to estimate future revenues and (2) the discount rates included subjective determinations of future market and economic conditions.
+Added: Changes to these assumptions could have a significant effect on the Company's assessment of the fair value of Rejuvenate and PowerXL tradenames.
+Added: In addition, specialized skill and knowledge were needed to evaluate the long-term revenue growth rates and discount rates.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process of estimating the acquisition-date fair values of the contingent consideration liability and the PowerXL tradename intangible asset, including controls related to the key assumptions noted above.
−Removed: We evaluated the forecasted gross profit and the forecasted revenue by comparing them to historical results of the Company and the acquired business.
−Removed: We also assessed the Company's ability to accurately forecast by comparing the Company's forecasted gross profit and forecasted revenue of the acquired business to actual results since the acquisition date.
−Removed: We performed sensitivity analyses over the Company's forecasted gross profit and volatility to assess the impact on the Company's determination of the acquisition-date fair value of the contingent consideration liability.
−Removed: We performed sensitivity analyses over the Company's forecasted revenue and the royalty rate to assess the impact of the Company's determination of the acquisition-date fair value of the PowerXL tradename.
−Removed: We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:
−Removed: • volatility used in the Monte Carlo simulation model for the contingent consideration liability
−Removed: • the forecasted long-term revenue growth rates underlying the forecasted revenue used in the PowerXL tradename valuation by comparing it to certain macroeconomic trend data, such as gross domestic product and inflation, and to relevant industry-specific data
−Removed: • the PowerXL tradename royalty rate by comparing it against a range of royalty rates that was independently-developed using publicly-available market data for comparable tradenames.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Rejuvenate and PowerXL tradename impairment process, including controls over the determination of discrete and long-term revenue growth rates and discount rates.
+Added: We evaluated the Company's discrete revenue growth rates by comparing such rates for each tradename to the Company's historical revenue growth rates and industry analyst reports.
+Added: We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the Company's long-term revenue growth rates and discount rates by:
+Added: • comparing the long-term revenue growth rates to long-term economic growth expectations using publicly available third-party data
+Added: • comparing the discount rates to discount rate ranges that were independently developed using publicly available market data for comparable entities
+Added: • performing a sensitivity analysis to assess the impact of possible changes to the discount rates.
We have served as the Company’s auditor since 2011.
1 unchanged sentence
November 21, 2023
−Removed: Table of Conten t s
Report of Independent Registered Public Accounting Firm
6 unchanged sentences
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of September 30, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated November 21, 2023 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired Tristar Products, Inc.
−Removed: during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022, Tristar Products, Inc.’s internal control over financial reporting associated with total assets $381.9 million and total revenues of $189.7 million included in the consolidated financial statements of the Company as of and for the year ended September 30, 2022.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Tristar Products, Inc.
Basis for Opinion
17 unchanged sentences
November 21, 2023
−Removed: Table of Conten t s
Report of Independent Registered Public Accounting Firm
23 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Sufficiency of audit evidence related to held for sale classification
−Removed: As discussed in Notes 1and 3 to the consolidated financial statements, on September 8, 2021, the Company entered a definitive agreement with ASSA ABLOY AB (ASSA) to sell its Hardware and Home Improvement (HHI) segment, subject to certain antitrust approvals, and has presented the HHI segment as assets held for sale since then.
−Removed: On September 15, 2022, the Department of Justice (DOJ) issued a petition to enjoin and block the HHI transaction.
−Removed: Both the Company and ASSA have stated their disagreement with the purported concerns of the DOJ and have made proposals to address them.
−Removed: The Company expects that the parties will obtain all required governmental clearances and will close the HHI transaction.
−Removed: As such, the Company continued to classify the HHI segment as held for sale, with total assets held for sale and total liabilities held for sale of $1,816.7 million and $463.7 million, respectively, as of September 30, 2022.
−Removed: We identified the sufficiency of audit evidence over the held for sale classification of the HHI segment as a critical audit matter.
−Removed: Specifically, subjective auditor judgment was required to evaluate management's assertion that it expects a favorable resolution of the DOJ petition, which is necessary for the sale of HHI to ASSA to be completed.
+Added: Assessment of goodwill impairment for the Home and Personal Care (HPC) reporting unit
+Added: As discussed in Note 2 to the consolidated financial statements, the Company assesses goodwill for impairment on an annual basis for each reporting unit and more frequently if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.
+Added: If the carrying value of the reporting unit is more likely than not greater than the fair value of the reporting unit, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment.
+Added: The fair value of the HPC reporting unit was estimated using an income approach and a market approach.
+Added: The income approach is a discounted cash flow methodology which required estimation of future revenues, expenses, and capital expenditures and assumptions about the weighted average cost of capital and perpetuity growth rate.
+Added: The market approach is a guideline public company method that assessed the value of the reporting unit based upon market multiples derived from financial results of selected comparable companies.
+Added: As discussed in Note 11, the Company recorded an impairment charge of $111.1 million related to the HPC reporting unit for the year ended September 30, 2023
+Added: We identified the assessment of goodwill impairment in the HPC reporting unit as a critical audit matter.
+Added: Our evaluation of certain assumptions used in the income approach, specifically the determination of (1) the discrete and long-term revenue growth rates used to estimate future revenues and (2) the discount rate, required a high degree of auditor judgment as they were based on subjective determinations of future market and economic conditions.
+Added: Changes to these assumptions could have had a significant effect on the Company's assessment of the fair value of the reporting unit and the amount of impairment recorded.
+Added: Additionally, the audit effort associated with the evaluation of the long-term growth rate and discount rate required specialized skill and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We applied auditor judgment to determine the nature and extent of procedures to be performed related to the held for sale classification of the HHI segment, including management’s assertion for a favorable resolution of the DOJ petition.
−Removed: We evaluated the design and tested the operating effectiveness of an internal control related to the held for sale classification of the HHI segment as of September 30, 2022.
−Removed: To evaluate management’s assertion that it expects a favorable resolution of the DOI petition, we:
−Removed: • inspected management's analysis and evaluated the basis for management's conclusions related to the held for sale classification of the HHI segment, including its assessment of the specific facts and circumstances around legal and regulatory factors that were relevant in the Company’s conclusions
−Removed: • inspected and evaluated internal and external documentation, including analysis of the DOJ petition against the pending sale of the HHI segment, as well as court rulings for similar transactions
−Removed: • evaluated management's intent and ability to execute its plans to secure a favorable resolution of the DOJ petition and close the transaction.
−Removed: We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of such evidence.
−Removed: Valuation of contingent consideration and tradename in the Tristar Products, Inc.
−Removed: business acquisitions
−Removed: As discussed in Notes 2 and 4 to the consolidated financial statements, on February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consists of the home appliances and cookware business of Tristar Products, Inc., in a business combination for a total purchase price of $325.0 million.
−Removed: The total purchase price included the estimated acquisition-date fair value of contingent consideration, which may be paid if the acquired business achieves certain targets in 2022 and 2023.
−Removed: The acquisition-date fair value of the contingent consideration liability was estimated using a Monte Carlo simulation model.
−Removed: In connection with this business combination, the Company acquired the PowerXL tradename intangible asset, for which the Company used the relief from royalty method to determine the acquisition-date fair value.
−Removed: The acquisition-date fair values for the contingent consideration liability and the PowerXL tradename were $30.0 million and $66.0 million, respectively.
−Removed: Table of Conten t s
−Removed: We identified the assessment of the acquisition-date fair value measurement of the contingent consideration liability and the PowerXL tradename intangible asset as a critical audit matter.
−Removed: A high degree of complex auditor judgment was required to evaluate the key assumptions used to estimate the acquisition-date fair value of the contingent consideration liability, including forecasted gross profit and volatility.
−Removed: A high degree of complex auditor judgment was also required to evaluate the key assumptions used to estimate the acquisition-date fair value of the PowerXL tradename intangible asset, including forecasted revenue and the royalty rate.
−Removed: Changes in these assumptions could have had a significant impact on the acquisition-date fair values of the contingent consideration liability and the tradename.
−Removed: In addition, valuation professionals with specialized skills and knowledge were needed to assist in performing certain audit procedures related to the acquisition-date fair value measurement of both the contingent consideration liability and the PowerXL tradename intangible asset.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the goodwill impairment assessment process, including controls over the determination of discrete and long-term revenue growth rates and the discount rate.
+Added: We evaluated the Company's discrete revenue growth rate for the HPC reporting unit by comparing such rate to the Company's historical revenue growth rates and industry analyst reports.
+Added: In addition, we involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the Company's selection of the long-term revenue growth rate and discount rate by:
+Added: • comparing the long-term revenue growth rate to long-term economic growth expectations using publicly available third-party data
+Added: • comparing the discount rate determined by the Company to a discount rate range that was independently developed using publicly available market data
+Added: • performing a sensitivity analysis to assess the impact of possible changes to the discount rate.
+Added: Assessment of impairment of the Rejuvenate and PowerXL tradenames
+Added: As discussed in Note 2 to the consolidated financial statements, the Company assesses indefinite lived intangible assets for impairment at least annually.
+Added: If the carrying value is more likely than not greater than the fair value of the indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure impairment.
+Added: The fair value of the indefinite lived intangible assets is determined using an income approach, specifically the relief-from-royalty methodology which requires estimates of future revenues, royalty rates, and the discount rates.
+Added: As discussed in Note 11, the indefinite lived intangible asset balance, consisting primarily of tradenames, was $778.4 million as of September 30, 2023.
+Added: As a result of triggering events that occurred during the year ended September 30, 2023, impairment charges of $56.0 million and $45.0 million were recorded for the Rejuvenate and PowerXL tradenames, respectively.
+Added: We identified the assessment of impairment of the Rejuvenate and PowerXL tradenames as a critical audit matter.
+Added: A high degree of challenging auditor judgment was required to evaluate the future revenues and discount rates used to estimate the fair value of these tradenames.
+Added: Specifically the determination of (1) the discrete and long-term revenue growth rates used to estimate future revenues and (2) the discount rates included subjective determinations of future market and economic conditions.
+Added: Changes to these assumptions could have a significant effect on the Company's assessment of the fair value of Rejuvenate and PowerXL tradenames.
+Added: In addition, specialized skill and knowledge were needed to evaluate the long-term revenue growth rates and discount rates.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process of estimating the acquisition-date fair values of the contingent consideration liability and the PowerXL tradename intangible asset, including controls related to the key assumptions noted above.
−Removed: We evaluated the forecasted gross profit and the forecasted revenue by comparing them to historical results of the Company and the acquired business.
−Removed: We also assessed the Company's ability to accurately forecast by comparing the Company's forecasted gross profit and forecasted revenue of the acquired business to actual results since the acquisition date.
−Removed: We performed sensitivity analyses over the Company's forecasted gross profit and volatility to assess the impact on the Company's determination of the acquisition-date fair value of the contingent consideration liability.
−Removed: We performed sensitivity analyses over the Company's forecasted revenue and the royalty rate to assess the impact of the Company's determination of the acquisition-date fair value of the PowerXL tradename.
−Removed: We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:
−Removed: • volatility used in the Monte Carlo simulation model for the contingent consideration liability
−Removed: • the forecasted long-term revenue growth rates underlying the forecasted revenue used in the PowerXL tradename valuation by comparing it to certain macroeconomic trend data, such as gross domestic product and inflation, and to relevant industry-specific data
−Removed: • the PowerXL tradename royalty rate by comparing it against a range of royalty rates that was independently-developed using publicly-available market data for comparable tradenames.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Rejuvenate and PowerXL tradename impairment process, including controls over the determination of discrete and long-term revenue growth rates and discount rates.
+Added: We evaluated the Company's discrete revenue growth rates by comparing such rates for each tradename to the Company's historical revenue growth rates and industry analyst reports.
+Added: We involved valuation professionals with specialized skill and knowledge, who assisted in evaluating the Company's long-term revenue growth rates and discount rates by:
+Added: • comparing the long-term revenue growth rates to long-term economic growth expectations using publicly available third-party data
+Added: • comparing the discount rates to discount rate ranges that were independently developed using publicly available market data for comparable entities
+Added: • performing a sensitivity analysis to assess the impact of possible changes to the discount rates.
We have served as the Company’s auditor since 1997.
1 unchanged sentence
November 21, 2023
−Removed: Table of Conten t s
SPECTRUM BRANDS HOLDINGS, INC.
4 unchanged sentences
Cash and cash equivalents $ 753.9 $ 243.7
+Added: Short term investments 1,103.3 —
Trade receivables, net 477.1 247.4
15 unchanged sentences
Accrued interest 20.6 27.6
+Added: Income tax payable 114.5 15.5
Other current liabilities 178.4 187.5
21 unchanged sentences
See accompanying notes to the consolidated financial statements.
−Removed: Table of Conten t s
SPECTRUM BRANDS HOLDINGS, INC.
11 unchanged sentences
Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 28.5 ) —
−Removed: Loss on sale of Coevorden operations — — 26.8
−Removed: Write-off from impairment of intangible assets — — 24.2
+Added: Impairment of goodwill 111.1 — —
+Added: Impairment of intangible assets 120.7 — —
Total operating expenses 1,129.9 967.2 937.5
−Removed: Operating income 23.2 97.1 8.6
+Added: Operating (loss) income ( 205.6 ) 23.2 97.1
Interest expense 127.0 99.4 116.5
−Removed: Gain from extinguishment of Salus CLO debt — — ( 76.2 )
+Added: Interest income ( 38.3 ) ( 0.6 ) ( 1.1 )
+Added: Gain from debt repurchase ( 7.9 ) — —
Other non-operating expense (income), net 3.8 14.7 ( 7.2 )
Loss from continuing operations before income taxes ( 290.2 ) ( 90.3 ) ( 11.1 )
−Removed: Income tax (benefit) expense ( 13.3 ) ( 26.4 ) 27.3
+Added: Income tax benefit ( 56.5 ) ( 13.3 ) ( 26.4 )
Net (loss) income from continuing operations ( 233.7 ) ( 77.0 ) 15.3
20 unchanged sentences
See accompanying notes to the consolidated financial statements .
−Removed: Table of Conten t s
SPECTRUM BRANDS HOLDINGS, INC.
7 unchanged sentences
Foreign currency translation adjustment
−Removed: Foreign currency translation (loss) gain ( 147.8 ) 26.0 14.5
−Removed: Unrealized gain (loss) on net investment hedge 75.8 6.2 ( 33.0 )
+Added: Foreign currency translation gain (loss) 69.0 ( 147.8 ) 26.0
+Added: Unrealized (loss) gain on net investment hedge ( 31.7 ) 75.8 6.2
Foreign currency translation adjustment before tax 37.3 ( 72.0 ) 32.2
Deferred tax effect 7.0 ( 20.0 ) —
−Removed: Net unrealized (loss) gain on foreign currency translation ( 92.0 ) 32.2 ( 18.4 )
−Removed: Unrealized gain on derivative instruments
−Removed: Unrealized gain (loss) on derivative instruments before reclassification 30.7 0.1 ( 6.2 )
−Removed: Net reclassification for (gain) loss to income from continuing operations ( 20.2 ) 9.2 ( 4.6 )
−Removed: Net reclassification for (gain) loss to income from discontinued operations ( 2.4 ) 0.1 ( 0.4 )
−Removed: Unrealized gain (loss) on derivative instruments after reclassification 8.1 9.4 ( 11.2 )
+Added: Net unrealized gain (loss) on foreign currency translation 44.3 ( 92.0 ) 32.2
+Added: Unrealized (loss) gain on derivative instruments
+Added: Unrealized (loss) gain on derivative instruments before reclassification ( 35.3 ) 30.7 0.1
+Added: Net reclassification for loss (gain) to income from continuing operations 12.2 ( 20.2 ) 9.2
+Added: Net reclassification for loss (gain) to income from discontinued operations 2.3 ( 2.4 ) 0.1
+Added: Unrealized (loss) gain on derivative instruments after reclassification ( 20.8 ) 8.1 9.4
Deferred tax effect 5.4 2.3 ( 6.6 )
−Removed: Net unrealized gain on derivative instruments 10.4 2.8 0.5
−Removed: Defined benefit pension gain (loss)
−Removed: Defined benefit pension gain (loss) before reclassification 18.3 11.7 ( 5.2 )
+Added: Net unrealized (loss) gain on derivative instruments ( 15.4 ) 10.4 2.8
+Added: Defined benefit pension (loss) gain
+Added: Defined benefit pension (loss) gain before reclassification ( 0.8 ) 18.3 11.7
Net reclassification for loss to income from continuing operations 0.8 3.6 4.8
Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.1 ) ( 0.1 )
−Removed: Defined benefit pension gain (loss) after reclassification 21.8 16.4 ( 0.9 )
+Added: Defined benefit pension (loss) gain after reclassification ( 0.1 ) 21.8 16.4
Deferred tax effect ( 0.1 ) ( 8.9 ) ( 1.6 )
−Removed: Net defined benefit pension gain (loss) 12.9 14.8 ( 1.2 )
+Added: Net defined benefit pension (loss) gain ( 0.2 ) 12.9 14.8
Deconsolidation of discontinued operations and assets held for sale 26.1 — —
1 unchanged sentence
Comprehensive income 1,856.7 4.0 239.4
−Removed: Comprehensive (loss) income from continuing operations attributable to non-controlling interest ( 0.4 ) — 0.1
+Added: Comprehensive income (loss) from continuing operations attributable to non-controlling interest 0.3 ( 0.4 ) —
Comprehensive (loss) income from discontinuing operations attributable to non-controlling interest — ( 0.5 ) 0.4
+Added: Deconsolidation of discontinued operations attributable to non-controlling interest 0.8 — —
Comprehensive income attributable to controlling interest $ 1,855.6 $ 4.9 $ 239.0
See accompanying notes to the consolidated financial statements.
−Removed: Table of Conten t s
SPECTRUM BRANDS HOLDINGS, INC.
11 unchanged sentences
Balance at September 30, 2020 43.1 $ 0.5 $ 2,054.3 $ 243.9 $ ( 284.7 ) $ ( 606.5 ) $ 1,407.5 $ 8.3 $ 1,415.8
−Removed: Net (loss) income from continuing operations — — — ( 52.7 ) — — ( 52.7 ) 0.3 ( 52.4 )
−Removed: Income from discontinued operations, net of tax — — — 150.5 — — 150.5 0.4 150.9
−Removed: Other comprehensive (loss) income, net of tax — — — — ( 19.5 ) — ( 19.5 ) 0.4 ( 19.1 )
−Removed: Sale and deconsolidation of discontinued operations — — — — 8.1 — 8.1 — 8.1
+Added: Net income from continuing operations — — — 15.1 — — 15.1 0.2 15.3
+Added: Income (loss) from discontinued operations, net of tax — — — 174.5 — — 174.5 ( 0.2 ) 174.3
+Added: Other comprehensive income, net of tax — — — — 49.4 — 49.4 0.4 49.8
Treasury stock repurchases ( 1.6 ) — — — — ( 125.8 ) ( 125.8 ) — ( 125.8 )
−Removed: Accelerated share repurchase final settlement ( 2.0 ) — ( 0.2 ) — — ( 124.8 ) ( 125.0 ) — ( 125.0 )
Restricted stock issued and related tax withholdings 0.3 — ( 20.2 ) — — 15.3 ( 4.9 ) — ( 4.9 )
2 unchanged sentences
Dividend paid by subsidiary to NCI — — — — — — — ( 1.6 ) ( 1.6 )
−Removed: Cumulative adjustment for adoption of new accounting standards — — — ( 0.3 ) 0.3 — — — —
Balances at September 30, 2021 41.8 0.5 2,063.8 359.9 ( 235.3 ) ( 717.0 ) 1,471.9 7.1 1,479.0
−Removed: Net income from continuing operations — — — 15.1 — — 15.1 0.2 15.3
−Removed: Income (loss) from discontinued operations, net of tax — — — 174.5 — — 174.5 ( 0.2 ) 174.3
−Removed: Other comprehensive income, net of tax — — — — 49.4 — 49.4 0.4 49.8
+Added: Net (loss) income from continuing operations — — — ( 77.2 ) — — ( 77.2 ) 0.2 ( 77.0 )
+Added: Income from discontinued operations, net of tax — — — 148.8 — — 148.8 0.9 149.7
+Added: Other comprehensive loss, net of tax — — — — ( 67.8 ) — ( 67.8 ) ( 0.9 ) ( 68.7 )
Treasury stock repurchases ( 1.4 ) — — — — ( 134.0 ) ( 134.0 ) — ( 134.0 )
6 unchanged sentences
Income from discontinued operations, net of tax — — — 2,035.3 — — 2,035.3 0.3 2,035.6
−Removed: Other comprehensive loss, net of tax — — — — ( 67.8 ) — ( 67.8 ) ( 0.9 ) ( 68.7 )
+Added: Sale and deconsolidation of assets held for sale — — — — 25.3 — 25.3 ( 5.9 ) 19.4
+Added: Other comprehensive income, net of tax — — — — 28.4 — 28.4 0.3 28.7
Treasury stock repurchases ( 0.4 ) — — — — ( 38.9 ) ( 38.9 ) — ( 38.9 )
+Added: Accelerated share repurchase ( 5.3 ) — ( 100.0 ) — — ( 400.0 ) ( 500.0 ) — ( 500.0 )
Restricted stock issued and related tax withholdings 0.2 — ( 30.3 ) — — 17.4 ( 12.9 ) — ( 12.9 )
1 unchanged sentence
Dividend paid to common shareholders — — — ( 67.6 ) — — ( 67.6 ) — ( 67.6 )
−Removed: Dividend paid by subsidiary to NCI — — — — — — — ( 1.4 ) ( 1.4 )
Balances at September 30, 2023 35.3 $ 0.5 $ 1,920.8 $ 2,096.0 $ ( 249.4 ) $ ( 1,250.3 ) $ 2,517.6 $ 0.7 $ 2,518.3
See accompanying notes to the consolidated financial statements.
−Removed: Table of Conten t s
SPECTRUM BRANDS HOLDINGS, INC.
12 unchanged sentences
Share based compensation 17.2 10.2 28.9
+Added: Write-off from impairment of goodwill 111.1 — —
+Added: Write-off from impairment of intangible assets 120.7 — —
+Added: Impairment of property plant and equipment and operating leases 10.8 — —
+Added: Gain on sale of property plant and equipment ( 2.7 ) — —
+Added: Gain on debt repurchase ( 7.9 ) — —
Amortization of debt issuance costs and debt discount 6.9 7.1 5.6
Write-off of unamortized discount and debt issuance costs 10.9 — 7.9
+Added: Non-cash interest on short term investment ( 11.3 ) — —
Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 28.5 ) —
1 unchanged sentence
Gain on equity investment — — ( 6.9 )
−Removed: Loss on sale of Coevorden operations — — 26.8
−Removed: Write-off from impairment of intangible assets — — 24.2
−Removed: Gain from extinguishment of Salus CLO debt — — ( 76.2 )
−Removed: Deferred tax (benefit) expense ( 44.6 ) ( 64.4 ) 24.6
+Added: Deferred tax benefit ( 182.8 ) ( 44.6 ) ( 64.4 )
Net changes in operating assets and liabilities
3 unchanged sentences
Accounts payable and accrued liabilities ( 154.5 ) ( 15.0 ) 116.0
−Removed: Other 9.4 25.9 ( 19.3 )
−Removed: Net cash (used) provided by operating activities from continuing operations ( 231.5 ) 89.2 201.8
−Removed: Net cash provided by operating activities from discontinued operations 177.7 199.2 88.5
+Added: Income tax and other 101.5 9.4 25.9
+Added: Net cash provided (used) by operating activities from continuing operations 8.0 ( 231.5 ) 89.2
+Added: Net cash (used) provided by operating activities from discontinued operations ( 417.7 ) 177.7 199.2
Net cash (used) provided by operating activities ( 409.7 ) ( 53.8 ) 288.4
2 unchanged sentences
Proceeds from disposal of property, plant and equipment 8.4 0.2 0.1
−Removed: Proceeds from sale of Coevorden operations — — 29.0
Proceeds from sale of discontinued operations, net of cash 4,334.7 — —
Business acquisitions, net of cash acquired — ( 272.1 ) ( 429.9 )
+Added: Purchase of short term investments ( 1,092.0 ) — —
Proceeds from sale of equity investment — — 73.1
Other investing activity ( 0.2 ) — ( 0.4 )
−Removed: Net cash (used) provided by investing activities from continuing operations ( 335.9 ) ( 400.7 ) 125.2
+Added: Net cash provided (used) by investing activities from continuing operations 3,191.9 ( 335.9 ) ( 400.7 )
Net cash used by investing activities from discontinued operations ( 11.8 ) ( 23.9 ) ( 22.8 )
−Removed: Net cash (used) provided by investing activities ( 359.8 ) ( 423.5 ) 108.3
−Removed: Table of Conten t s
+Added: Net cash provided (used) by investing activities 3,180.1 ( 359.8 ) ( 423.5 )
+Added: See accompany notes to the consolidated financial statements.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: Consolidated Statements of Cash Flows
+Added: Years ended September 30, 2023, 2022 and 2021
(in millions)
−Removed: 2022 2021 2020
+Added: (in millions) 2023 2022 2021
Cash flows from financing activities
8 unchanged sentences
Other financing activities, net — — 3.5
−Removed: Net cash provided (used) by financing activities from continuing operations 490.7 ( 206.9 ) ( 495.1 )
+Added: Net cash (used) provided by financing activities from continuing operations ( 2,263.3 ) 490.7 ( 206.9 )
Net cash used by financing activities from discontinued operations ( 0.8 ) ( 3.1 ) ( 3.0 )
−Removed: Net cash provided (used) by financing activities 487.6 ( 209.9 ) ( 497.1 )
+Added: Net cash (used) provided by financing activities ( 2,264.1 ) 487.6 ( 209.9 )
Effect of exchange rate changes on cash and cash equivalents 3.7 ( 20.1 ) 1.3
Net change in cash, cash equivalents and restricted cash 510.0 53.9 ( 343.7 )
−Removed: Net change in cash, cash equivalents and restricted cash in discontinued operations — — —
−Removed: Net change in cash, cash equivalents and restricted cash in continuing operations 53.9 ( 343.7 ) ( 93.4 )
Cash, cash equivalents, and restricted cash, beginning of period 243.9 190.0 533.7
10 unchanged sentences
See accompany notes to the consolidated financial statements.
−Removed: Table of Conten t s
SB/RH Holdings, LLC
4 unchanged sentences
Cash and cash equivalents $ 752.7 $ 242.4
+Added: Short term investments 1,103.3 —
Trade receivables, net 477.1 247.4
15 unchanged sentences
Accrued interest 20.6 27.6
+Added: Income tax payable 36.8 12.8
Other current liabilities 172.2 184.5
9 unchanged sentences
Other capital 2,168.9 2,164.6
−Removed: Accumulated deficit ( 736.0 ) ( 614.9 )
+Added: Accumulated earnings (deficit) 767.8 ( 736.0 )
Accumulated other comprehensive loss, net of tax ( 249.3 ) ( 303.0 )
4 unchanged sentences
See accompanying notes to the consolidated financial statements
−Removed: Table of Conten t s
SB/RH Holdings, LLC
11 unchanged sentences
Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 28.5 ) —
−Removed: Loss on sale of Coevorden operations — — 26.8
−Removed: Write-off from impairment of intangible assets — — 24.2
+Added: Impairment of goodwill 111.1 — —
+Added: Impairment of intangible assets 120.7 — —
Total operating expenses 1,127.6 964.5 933.8
−Removed: Operating income 25.9 100.8 15.6
+Added: Operating (loss) income ( 203.3 ) 25.9 100.8
Interest expense 120.5 99.8 116.8
+Added: Interest income ( 38.3 ) ( 0.6 ) ( 0.2 )
+Added: Gain on debt repurchase ( 7.9 ) — —
Other non-operating expense (income), net 3.8 14.6 ( 8.1 )
Loss from continuing operations before income taxes ( 281.4 ) ( 87.9 ) ( 7.7 )
−Removed: Income tax (benefit) expense ( 12.9 ) ( 25.0 ) 14.5
+Added: Income tax benefit ( 55.1 ) ( 12.9 ) ( 25.0 )
Net (loss) income from continuing operations ( 226.3 ) ( 75.0 ) 17.3
9 unchanged sentences
See accompanying notes to the consolidated financial statements
−Removed: Table of Conten t s
SB/RH Holdings, LLC
6 unchanged sentences
Foreign currency translation adjustment
−Removed: Foreign currency translation (loss) gain ( 147.8 ) 26.0 14.5
−Removed: Unrealized gain (loss) on net investment hedge 75.8 6.2 ( 33.0 )
+Added: Foreign currency translation gain (loss) 69.0 ( 147.8 ) 26.0
+Added: Unrealized (loss) gain on net investment hedge ( 31.7 ) 75.8 6.2
Foreign currency translation adjustment before tax 37.3 ( 72.0 ) 32.2
Deferred tax effect 7.0 ( 20.0 ) —
−Removed: Net unrealized (loss) gain on foreign currency translation ( 92.0 ) 32.2 ( 18.4 )
−Removed: Unrealized gain on derivative instruments
−Removed: Unrealized gain (loss) on derivative instruments before reclassification 30.7 0.1 ( 6.2 )
−Removed: Net reclassification for (gain) loss to income from continuing operations ( 20.2 ) 9.2 ( 4.6 )
−Removed: Net reclassification for (gain) loss to income from discontinued operations ( 2.4 ) 0.1 ( 0.4 )
−Removed: Unrealized gain (loss) on derivative instruments after reclassification 8.1 9.4 ( 11.2 )
+Added: Net unrealized gain (loss) on foreign currency translation 44.3 ( 92.0 ) 32.2
+Added: Unrealized (loss) gain on derivative instruments
+Added: Unrealized (loss) gain on derivative instruments before reclassification ( 35.3 ) 30.7 0.1
+Added: Net reclassification for loss (gain) to income from continuing operations 12.2 ( 20.2 ) 9.2
+Added: Net reclassification for loss (gain) to income from discontinued operations 2.3 ( 2.4 ) 0.1
+Added: Unrealized (loss) gain on derivative instruments after reclassification ( 20.8 ) 8.1 9.4
Deferred tax effect 5.4 2.3 ( 6.6 )
−Removed: Net unrealized gain on derivative instruments 10.4 2.8 0.5
−Removed: Defined benefit pension gain (loss)
−Removed: Defined benefit pension gain (loss) before reclassification 18.3 11.7 ( 5.2 )
+Added: Net unrealized (loss) gain on derivative instruments ( 15.4 ) 10.4 2.8
+Added: Defined benefit pension (loss) gain
+Added: Defined benefit pension (loss) gain before reclassification ( 0.8 ) 18.3 11.7
Net reclassification for loss to income from continuing operations 0.8 3.6 4.8
Net reclassification for gain to income from discontinued operations ( 0.1 ) ( 0.1 ) ( 0.1 )
−Removed: Defined benefit pension gain (loss) after reclassification 21.8 16.4 ( 0.9 )
+Added: Defined benefit pension (loss) gain after reclassification ( 0.1 ) 21.8 16.4
Deferred tax effect ( 0.1 ) ( 8.9 ) ( 1.6 )
−Removed: Net defined benefit pension gain (loss) 12.9 14.8 ( 1.2 )
+Added: Net defined benefit pension (loss) gain ( 0.2 ) 12.9 14.8
Deconsolidation of discontinued operations and assets held for sale 26.1 — —
1 unchanged sentence
Comprehensive income 1,864.1 6.0 241.4
−Removed: Comprehensive (loss) income from continuing operations attributable to non-controlling interest ( 0.4 ) — 0.1
+Added: Comprehensive income (loss) from continuing operations attributable to non-controlling interest 0.3 ( 0.4 ) —
Comprehensive (loss) income from discontinuing operations attributable to non-controlling interest — ( 0.5 ) 0.4
+Added: Deconsolidation of discontinued operations attributable to non-controlling interest 0.8 — —
Comprehensive income attributable to controlling interest $ 1,863.0 $ 6.9 $ 241.0
See accompanying notes to the consolidated financial statements
−Removed: Table of Conten t s
SB/RH Holdings, LLC
9 unchanged sentences
Balances at September 30, 2020 $ 2,154.1 $ ( 614.2 ) $ ( 284.6 ) $ 1,255.3 $ 9.9 $ 1,265.2
−Removed: Net (loss) income from continuing operations — ( 108.7 ) — ( 108.7 ) 0.3 ( 108.4 )
−Removed: Income from discontinued operations, net of tax — 150.5 — 150.5 0.4 150.9
−Removed: Sale and deconsolidation of discontinued operations — — 8.1 8.1 — 8.1
−Removed: Other comprehensive (loss) income, net of tax — — ( 19.5 ) ( 19.5 ) 0.4 ( 19.1 )
−Removed: Restricted stock issued and related tax withholdings 4.5 — — 4.5 — 4.5
−Removed: Share based compensation 36.3 — — 36.3 — 36.3
−Removed: Dividends paid to parent — ( 241.0 ) — ( 241.0 ) — ( 241.0 )
−Removed: Dividend paid by subsidiary to NCI — — — — ( 0.8 ) ( 0.8 )
−Removed: Cumulative adjustment for adoption of new accounting standards — ( 0.3 ) 0.3 — — —
−Removed: Balances at September 30, 2020 2,154.1 ( 614.2 ) ( 284.6 ) 1,255.3 9.9 1,265.2
Net income from continuing operations — 17.1 — 17.1 0.2 17.3
14 unchanged sentences
Balances at September 30, 2022 2,164.6 ( 736.0 ) ( 303.0 ) 1,125.6 7.5 1,133.1
+Added: Net (loss) income from continuing operations — ( 226.4 ) — ( 226.4 ) 0.1 ( 226.3 )
+Added: Income from discontinued operations, net of tax — 2,035.3 — 2,035.3 0.3 2,035.6
+Added: Sale and deconsolidation of discontinued operations — — 25.3 25.3 ( 5.9 ) 19.4
+Added: Other comprehensive income, net of tax — — 28.4 28.4 0.3 28.7
+Added: Restricted stock issued and related tax withholdings ( 12.9 ) — — ( 12.9 ) — ( 12.9 )
+Added: Share based compensation 17.2 — — 17.2 — 17.2
+Added: Dividends paid to parent — ( 305.1 ) — ( 305.1 ) — ( 305.1 )
+Added: Balances at September 30, 2023 $ 2,168.9 $ 767.8 $ ( 249.3 ) $ 2,687.4 $ 2.3 $ 2,689.7
See accompanying notes to the consolidated financial statements.
−Removed: Table of Conten t s
SB/RH Holdings, LLC
12 unchanged sentences
Share based compensation 15.7 9.1 27.2
+Added: Write-off from impairment of goodwill 111.1 — —
+Added: Write-off from impairment of intangible assets 120.7 — —
+Added: Impairment of property, plant and equipment and operating lease assets 10.8 — —
+Added: Gain on sale of property, plant and equipment ( 2.7 ) — —
+Added: Gain from repurchase of debt ( 7.9 ) — —
Amortization of debt issuance costs and debt discount 6.9 7.1 5.6
Write-off of unamortized discount and debt issuance costs 10.9 — 7.9
+Added: Non-cash interest on short-term investment ( 11.3 ) — —
Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 28.5 ) —
1 unchanged sentence
Gain on equity investment — — ( 6.9 )
−Removed: Loss on sale of Coevorden operations — — 26.8
−Removed: Write-off from impairment of intangible assets — — 24.2
−Removed: Deferred tax (benefit) expense ( 44.2 ) ( 63.0 ) 11.8
+Added: Deferred tax benefit ( 181.4 ) ( 44.2 ) ( 63.0 )
Net changes in operating assets and liabilities
3 unchanged sentences
Accounts payable and accrued liabilities ( 150.7 ) ( 19.6 ) 115.0
−Removed: Other 9.9 26.2 ( 12.2 )
+Added: Income tax and other ( 193.3 ) 9.9 26.2
Net cash (used) provided by operating activities from continuing operations ( 291.4 ) ( 263.5 ) 81.7
4 unchanged sentences
Proceeds from disposal of property, plant and equipment 8.4 0.2 0.1
−Removed: Proceeds from sale of Coevorden operations — — 29.0
Proceeds from sale of discontinued operations, net of cash 4,334.7 — —
Business acquisitions, net of cash acquired — ( 272.1 ) ( 429.9 )
+Added: Purchase of short-term investments ( 1,092.0 ) — —
Proceeds from sale of equity investment — — 73.1
Other investing activities ( 0.2 ) — ( 0.4 )
−Removed: Net cash (used) provided by investing activities from continuing operations ( 335.9 ) ( 400.7 ) 125.2
+Added: Net cash provided (used) by investing activities from continuing operations 3,191.9 ( 335.9 ) ( 400.7 )
Net cash used by investing activities from discontinued operations ( 11.8 ) ( 23.9 ) ( 22.8 )
−Removed: Net cash (used) provided by investing activities ( 359.8 ) ( 423.5 ) 108.3
+Added: Net cash provided (used) by investing activities 3,180.1 ( 359.8 ) ( 423.5 )
+Added: SB/RH Holdings, LLC
+Added: Consolidated Statements of Cash Flows
+Added: Years ended September 30, 2023, 2022 and 2021
+Added: (in millions)
+Added: (in millions) 2023 2022 2021
Cash flows from financing activities
Payment of debt, including premium on extinguishment $ ( 1,646.8 ) $ ( 12.7 ) $ ( 891.2 )
+Added: Payment of intercompany debt ( 7.8 ) — —
Proceeds from issuance of debt — 740.0 899.0
2 unchanged sentences
Payment of contingent consideration — ( 1.9 ) —
−Removed: Net cash provided (used) by financing activities from continuing operations 523.1 ( 197.1 ) ( 283.8 )
+Added: Net cash (used) provided by financing activities from continuing operations ( 1,962.0 ) 523.1 ( 197.1 )
Net cash used by financing activities from discontinued operations ( 0.8 ) ( 3.1 ) ( 3.0 )
−Removed: Net cash provided (used) by financing activities 520.0 ( 200.1 ) ( 285.8 )
+Added: Net cash (used) provided by financing activities ( 1,962.8 ) 520.0 ( 200.1 )
Effect of exchange rate changes on cash and cash equivalents 3.7 ( 20.1 ) 1.3
15 unchanged sentences
(“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”).
−Removed: The notes to the consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated below.
+Added: The notes to the consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated.
NOTE 1 - DESCRIPTION OF BUSINESS
5 unchanged sentences
Global and geographic strategic initiatives and financial objectives are determined at the corporate level.
−Removed: Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and the financial results for all product lines within that segment.
+Added: Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and the financial results for all respective brands and product lines within that segment.
The segments are supported through center-led shared service enabling functions consisting of finance and accounting, information technology, legal and human resource, supply chain and commercial operations.
2 unchanged sentences
Products Brands
−Removed: Home Appliances:
−Removed: Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, and breadmakers.
−Removed: Personal Care:
−Removed: Hair dryers, flat irons and straighteners, rotary and foil electric shavers, personal groomers, mustache and beard trimmers, body groomers, nose and ear trimmers, women's shavers, haircut kits and intense pulsed light hair removal systems.
−Removed: Home Appliances:
−Removed: Black & Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman®
−Removed: Personal Care:
GPC Companion Animal:
−Removed: Rawhide chews, dog and cat clean-up, training, health and grooming products, small animal food and care products, rawhide-free dog treats, and wet and dry pet food for dogs and cats.
+Added: Dog and cat chews, treats, wet and dry foods.
+Added: Dog and cat clean-up, behavioral training aides, health and grooming products.
+Added: Indoor bird and other small animal food and care products.
Consumer and commercial aquarium kits, stand-alone tanks;
2 unchanged sentences
Companion Animal:
−Removed: 8IN1® (8-in-1), Dingo®, Nature's Miracle®, Wild Harvest™, Littermaid®, Jungle®, Excel®, FURminator®, IAMS® (Europe only), Eukanuba® (Europe only), Healthy-Hide®, DreamBone®, SmartBones®, ProSense®, Perfect Coat®, eCOTRITION®, Birdola®, Good Boy®, Meowee!®, Wildbird®, and Wafcol®.
−Removed: Tetra®, Marineland®, Whisper®, Instant Ocean®, GloFish®, OmegaOne® and OmegaSea®
+Added: Good'n'Fun®, DreamBone®, GOOD BOY®, SmartBones®, IAMS® (Europe only), EUKANUBA® (Europe only), Nature's Miracle®, FURminator®, Dingo®, 8IN1® (8-in-1), Meowee!®, and Wild Harvest™.
+Added: Tetra®, Marineland®, Instant Ocean®, GloFish®, and OmegaSea®.
Household pest control solutions such as spider and scorpion killers;
10 unchanged sentences
Cutter® and Repel®.
+Added: Home Appliances:
+Added: Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, and bread makers, cookware, and cookbooks.
+Added: Personal Care:
+Added: Hair dryers, flat irons and straighteners, rotary and foil electric shavers, personal groomers, mustache and beard trimmers, body groomers, nose and ear trimmers, women's shavers, haircut kits and intense pulsed light hair removal systems.
+Added: Home Appliances:
+Added: Black+Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman®
+Added: Personal Care:
SB/RH is a wholly-owned subsidiary of SBH and represents substantially all of its assets, liabilities, revenues, expenses and operations.
3 unchanged sentences
SBI represents all of SB/RH assets, liabilities, revenues, expenses and operations.
−Removed: The reportable segments of SB/RH are consistent with the segments of SBH.
−Removed: On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement with ASSA ABLOY AB ("ASSA") to sell its Hardware and Home Improvement ("HHI") segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments.
−Removed: HHI consists of residential locksets and door hardware, including knobs, levers, deadbolts, handle sets, and electronic and connected locks under the Kwikset®, Weiser®, Baldwin®, Tell Manufacturing®, and EZSET® brands;
+Added: The reportable segments of SB/RH are consistent with the reportable segments of SBH.
+Added: On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "Purchase Agreement") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments.
+Added: The HHI segment consisted of residential locksets and door hardware, including knobs, levers, deadbolts, handle sets, and electronic and connected locks under the Kwikset®, Weiser®, Baldwin®, Tell Manufacturing®, and EZSET® brands;
kitchen and bath faucets and accessories under the Pfister® brand;
and builders' hardware consisting of hinges, metal shapes, security hardware, rack and sliding door hardware, and gate hardware under the National Hardware® and FANAL® brands.
−Removed: The Company's assets and liabilities associated with the HHI disposal group have been classified as held for sale and the HHI operations have been classified as discontinued operations for all periods presented and notes to the consolidated financial statements have been updated for all periods presented to exclude information pertaining to discontinued operations and reflect only the continuing operations of the Company.
−Removed: Refer to Note 3 – Divestitures for more information on the HHI divestiture including the assets and liabilities classified as held for sale and income from discontinued operations.
+Added: On June 20, 2023, the Company completed its divestiture of its HHI segment.
+Added: Refer to Note 3 - Divestitures included in Notes to the Consolidated Financial Statements, included elsewhere in this Annual Report, for further discussion pertaining the HHI divestiture.
SPECTRUM BRANDS HOLDINGS INC.
13 unchanged sentences
The Company considers all highly liquid temporary instruments purchased with original maturities of three months or less from date of purchase to be cash equivalents.
+Added: Short-Term Investments
+Added: The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date.
+Added: Money market funds, certificates of deposit, and time deposits with original maturities of greater than three months but no more than twelve months from the date of purchase are carried at cost, which approximates fair value, and are recognized in the consolidated balance sheets as short-term investments.
Trade accounts receivable are carried at net realizable value.
3 unchanged sentences
See Note 8 - Receivables for further detail.
−Removed: The Company’s inventories are valued at the lower of cost or net realizable value.
+Added: Inventories are valued at the lower of cost or net realizable value.
Cost of inventories is determined using the first-in, first-out (FIFO) method.
5 unchanged sentences
such amortization is included in depreciation expense.
−Removed: See Note 10 - Property, plant and equipment for further detail.
The Company uses accelerated depreciation methods for income tax purposes.
2 unchanged sentences
20 - 40 years
−Removed: Machinery and equipment
+Added: Machinery, tooling and equipment
+Added: Computer software
Expenditures which substantially increase value or extend useful lives are capitalized.
7 unchanged sentences
Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
+Added: See Note 10 - Property, plant and equipment for further detail.
+Added: Internal Use Software and Cloud Computing Arrangements
+Added: The costs incurred towards internal-use software development in the preliminary stages of development are expensed as incurred.
+Added: Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and recognized as Property Plant and Equipment on the Company's Consolidated Statements of Financial Position.
+Added: Other costs associated with training and data conversion are generally expensed as incurred.
+Added: Depreciation is calculated on a straight-line basis over the estimated useful life of the software.
+Added: Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and depreciated on a straight-line basis over the estimated useful life of the software.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
+Added: Costs incurred towards the implementation of cloud computing arrangements, including software-as-a-service ("SaaS"), or other similar SaaS type services, such as platform as a service, infrastructure as a service and other hosting arrangements where we do not take possession of the software and instead gain access to the software remotely, are accounted for consistent with internal-use software development.
+Added: Unlike internal-use software development costs, the amounts capitalized are recognized as a deferred balance similar to a prepayment or other deferred assets.
+Added: Amortization of such costs are calculated on a straight-line basis over the applicable term of such arrangements, recognized as operating expense and not considered depreciation or amortization expense.
+Added: If there is no software license provided by the contract, then the arrangement is considered a service contract and expensed as incurred.
Goodwill reflects the excess of acquisition cost over the aggregate fair value assigned to identifiable net assets acquired.
1 unchanged sentence
Goodwill has been assigned to reporting units for purposes of impairment testing based upon the relative fair value of the asset to each reporting unit.
−Removed: Our reporting units are consistent with our segments.
+Added: Our reporting units are consistent with our reportable segments.
See Note 21 - Segment Information for further discussion.
−Removed: Goodwill is tested for impairment in the fourth quarter of its fiscal year by either performing a qualitative assessment or a quantitative test for some, or all reporting units.
+Added: Goodwill is tested for impairment in the fourth quarter of our fiscal year by either performing a qualitative assessment or a quantitative test for some, or all reporting units.
The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
2 unchanged sentences
If the Company determines that it is more likely than not the fair value is greater than the carrying amount, then a quantitative assessment is not required.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
−Removed: In estimating the fair value of our reporting units for a quantitative impairment assessment, we use a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables.
+Added: In estimating the fair value of our reporting units for a quantitative impairment assessment, we use both an income approach and a market approach.
+Added: The income approach is a discounted cash flow methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables.
+Added: The market approach is a guideline public company method that assesses value of our reporting unit based upon market multiples derived from financial results of selected comparable companies.
We test the aggregate estimated fair value of our reporting units by comparison to our total market capitalization, including both equity and debt capital.
8 unchanged sentences
Customer relationships
−Removed: 12 - 20 years
Technology assets
3 unchanged sentences
If impairment is determined to exist, any related impairment loss is calculated based on fair value.
−Removed: Certain trade name intangible assets have an indefinite life and are not amortized, but instead are assessed for impairment at least annually, in the fourth quarter of its fiscal year by either performing a qualitative assessment or a quantitative test for some or all indefinite lived intangible assets.
+Added: Certain trade name intangible assets have an indefinite life and are not amortized, but instead are assessed for impairment at least annually, in the fourth quarter of our fiscal year by either performing a qualitative assessment or a quantitative test for some or all indefinite lived intangible assets.
The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the indefinite lived intangible assets is less than its carrying amount.
10 unchanged sentences
Assessment for held for sale are performed at least quarterly or when events or changes in business circumstances indicate that a change in classification may be necessary.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
Assets and liabilities of a qualifying business are excluded from the net assets of continuing operations, separated in a disposal group and classified as held for sale in the period in which the held for sale criteria was met.
12 unchanged sentences
plus the allocation of interest cost from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company.
+Added: Adjustments to discontinued operations subsequent to the completion of a transaction or disposition are generally attributable to contingencies and indemnifications directly related to the disposal transaction, operations of the discontinued operations, or settlement of obligations directly related to the disposal.
Amounts within accumulated other comprehensive income directly associated with a divested business are not realized as a component of Income from Discontinued Operations until completion of the sale or disposition.
See Note 3 - Divestitures for further detail.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
Debt Issuance Costs
3 unchanged sentences
See Note 12 - Debt for further detail.
−Removed: Financial Instruments
+Added: Derivative Financial Instruments
Derivative financial instruments are used by the Company principally in the management of its foreign currency exposures.
10 unchanged sentences
Treasury stock purchases are stated at average cost and presented as a separate reduction of equity.
+Added: See Note 17 - Shareholder's Equity for further detail.
Noncontrolling Interest
−Removed: Noncontrolling interest recognized in the consolidated equity of the Company is the minority interest ownership in equity of a consolidated subsidiary that is not attributable, directly or indirectly, to the parent company, SBH;
+Added: Noncontrolling interest recognized in the consolidated equity of the Company is the minority interest ownership in equity of a consolidated subsidiary that is not attributable, directly or indirectly, to the parent company;
and recognized separate from Shareholders’ Equity in the Consolidated Statement of Financial Position.
5 unchanged sentences
See Note 4 – Acquisitions for further detail.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
Revenue Recognition
Product Sales
−Removed: Our customers mostly consist of retailers, wholesalers and distributors, and construction companies with the intention to sell and distribute to an end consumer.
+Added: Our customers mostly consist of retailers, wholesalers and distributors with the intention to sell and distribute to an end consumer.
The Company recognizes revenue from the sale of products upon transfer of control to the customer.
+Added: A portion of our business is also sold direct-to-consumer through direct response television, brand websites, and other online marketplaces.
For the majority of our product sales, the transfer of control is recognized when we ship the product from our facilities to the customer unless we retain title and risk of loss upon shipment and we arrange and paid for freight such that we retain physical possession and control during delivery.
4 unchanged sentences
Other Revenue
−Removed: Other revenue consists primarily of installation or maintenance services that are provided to certain customers in the GPC segment.
−Removed: The services are often associated with the sale of product but are also provided separately and are considered a distinct performance obligation separate from product sales.
−Removed: With the acquisition of the Tristar Business, the Company also sells extended warranty coverage for certain Tristar Business products that are sold directly to consumers, which is sold as a separate contract and recognized as a separate performance obligation that is distinct from the product.
−Removed: The extended warranty is initially recognized as deferred revenue and amortized on a straight-line basis to Net Sales over the life of the contracts.
+Added: Other revenue consists primarily of installation or maintenance services that are provided to certain customers in the GPC segment and extended warranty coverage for certain HPC products sold directly to consumers.
+Added: The GPC services are often associated with the sale of product but are also provided separately and are considered a distinct performance obligation separate from product sales.
+Added: The HPC extended warranty coverage is sold as a separate contract and is recognized as a separate performance obligation that is distinct from the product.
+Added: The extended warranty is initially recognized as deferred revenue and amortized to Net Sales over the anticipated term of the performance of obligation.
+Added: The HPC extended warranties' term is anywhere between 1 and 7 years, with the majority of the warranties realized within the first year of the term.
Variable Consideration and Cash Paid to Customers
The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods or providing services.
−Removed: Certain retailers and/or end customers may receive cash or non-cash incentives such as rebates, volume or trade discounts, cooperative advertising, price protection, service level penalties, and other customer-related programs, which are accounted for as variable consideration.
+Added: Certain retailers and/or end customers may receive cash or non-cash incentives such as rebates, volume or trade discounts, cooperative advertising, price protection, coupons, and other customer-related programs, including service level penalties, which are accounted for as variable consideration.
Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of revenue recognized will not occur when the uncertainty is resolved.
Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the anticipated performance and all information (historical, current and forecasted) that is reasonably available.
−Removed: The estimated liability for sales discounts and other programs and allowances is calculated using the expected value method or most likely amount and recorded at the time of sale as a reduction of net sales.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
+Added: The estimated liability for sales discounts and other programs and allowances is calculated using the expected value method or most likely amount and recorded at the time of sale as a reduction of net sales and trade receivables.
The Company may also enter into various arrangements, primarily with retail customers, which require the Company to make upfront cash payments to secure the right to distribute through such customers.
6 unchanged sentences
See Note 6 - Revenue Recognition for further discussion on product returns.
−Removed: Product returns do not include provisions for warranties provided to end-consumers of the Company's products, which are recognized as a component of the Company's cost of goods sold.
−Removed: See Note 20 - Commitments and Contingencies for further discussion on product warranty.
+Added: Product returns do not include provisions for standard warranties provided to end-consumers of the Company's products, which are recognized as a component of the Cost of Goods Sold.
+Added: See Note 20 - Commitments and Contingencies for further discussion on standard product warranty.
Practical Expedients and Exemptions:
• The Company does not adjust the promised amount of consideration for the effects of a significant financing component, as the period between the transfer of a promised good or service to a customer and the customer’s payment for the good or service is one year or less.
−Removed: • The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.
+Added: • The Company does not assess whether promised goods or services are performance obligations if they are not material in the context of the contract with the customer.
• The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
−Removed: The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period is immaterial.
+Added: The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period is not material.
• The Company generally expenses sales commissions and other contract and fulfillment costs when the amortization period is less than one year.
−Removed: The Company records these costs within selling, general and administrative expenses.
−Removed: For costs amortized over a period longer than one year, such as fixtures which are much more permanent in nature, the Company defers and amortizes over the supportable period based upon historical assumptions and analysis.
+Added: The Company records these costs within Selling Expenses.
+Added: For costs amortized over a period longer than one year, such as fixtures which are more permanent in nature, the Company defers and amortizes over the supportable period based upon historical assumptions and analysis.
The costs for permanent displays are incorporated into the pricing of product sold to customer.
1 unchanged sentence
See Note 6 – Revenue Recognition for further detail.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
Shipping and Handling Costs
17 unchanged sentences
See Note 20 - Commitments and Contingencies for further discussion.
−Removed: Restructuring Charges
+Added: Exit and Disposal Costs
The Company regularly enters into various restructuring initiatives, optimization projects, strategic transactions, and other business development activities that may include the recognition of exit or disposal costs.
−Removed: Exit or disposal costs include, but are not limited to, the costs of termination benefits, such as a one-time involuntary severance or retention bonuses, one-time contract termination costs (excluding leases), and other costs associated with non-termination type costs related to restructuring initiatives such as incremental costs for the sale or termination of a line of business, closure or consolidation of operating facilities or business locations in a country or region, relocation of business activities and employees from one location to another, change in management structure, transition of third-party providers and a fundamental reorganization that affects the nature and focus of operations, among others.
+Added: Exit or disposal costs include, but are not limited to, the costs of termination benefits, such as a one-time involuntary severance or retention bonuses, one-time contract termination costs (excluding leases), and other costs associated with non-termination type costs related to restructuring initiatives such as incremental costs for the sale or termination of a line of business, closure or consolidation of operating facilities or business locations in a country or region, relocation of business activities and employees from one location to another, change in management structure, significant third-party provider or a fundamental reorganization that affects the nature and focus of operations, among others.
Restructuring charges associated with manufacturing are recorded as Cost of Goods Sold.
Restructuring charges associated with administrative functions are recorded as operating expenses, such as initiatives impacting sales, marketing, distribution or other non-manufacturing related functions.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
Liabilities from restructuring charges are recorded for estimated costs of facility closures, significant organizational adjustments and measures undertaken by management to exit certain activities.
Costs for such activities are estimated by management after evaluating detailed analyses of the costs to be incurred.
−Removed: Such liabilities or asset reductions could include amounts for items such as severance costs and related benefits, lease termination payments and any other items directly related to the exit activities.
−Removed: Impairment of property and equipment and other current or long-term assets as a result of a restructuring initiative is recognized as a reduction of the appropriate asset.
+Added: Such liabilities or asset reductions could include amounts for items such as severance costs and related benefits, and other items directly related to the exit activities.
+Added: Impairment of property and equipment and other assets as a result of a such initiatives is recognized as a reduction of the appropriate asset.
See Note 5 - Restructuring Charges for further detail.
13 unchanged sentences
The Company may use the lease implicit rate, if readily determinable, as the discount rate to determine the present value of lease payments.
−Removed: See Note 13 – Leases for additional information.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
We review the impairment of our ROU lease assets consistent with the approach applied for our other long-lived assets.
4 unchanged sentences
If impairment is determined to exist, any related impairment loss is calculated based on fair value.
+Added: See Note 13 – Leases for additional information.
+Added: Supplier Financing Program
+Added: As part of ongoing efforts to maximize working capital, the Company works with its suppliers to optimize the terms and conditions, which may include the extension of payment terms.
+Added: There is an agreement with a third-party administrator to provide an accounts payable tracking system and facilitate a supplier financing program, which allows participating suppliers the ability to monitor and voluntarily elect to sell the Company's payment obligations to a designated third-party financial institution.
+Added: Participating suppliers can sell one or more of the payment obligations at their sole discretion, and the Company's rights and obligations to its suppliers are not impacted.
+Added: The Company has no economic interest in a supplier’s decision to enter into these agreements.
+Added: The Company's rights and obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by suppliers’ decisions to sell amounts under these arrangements.
+Added: As of September 30, 2023, the Company had $ 17.9 million in outstanding payment obligations that were sold to a financial institution by participating suppliers and are included in Accounts Payable in the Company's Consolidated Statement of Financial Position.
+Added: During the year ended September 30, 2023, the Company paid $ 91.0 million to a financial institution for payment obligations that were settled through the supplier financing program.
Income taxes are accounted for under the asset and liability method.
14 unchanged sentences
Newly Adopted Accounting Standards
−Removed: In December 2019, the FASB issued ASU No.
−Removed: 2019-12, Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes .
−Removed: The new standard simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods.
−Removed: The new standard also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.
−Removed: The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years and was adopted by the Company on October 1, 2021.
−Removed: The adoption did not have a material impact on the Company's consolidated financial statements.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
−Removed: Recently Issued Accounting Standards
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial Reporting.
−Removed: In January 2021, the FASB clarified the scope of that guidance with the issuance of ASU 2021-01 ,“Reference Rate Reform:
−Removed: Scope.” This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
+Added: This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.
In response to the concerns about structural risks of interbank offered rates (“IBORs”) and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation.
1 unchanged sentence
In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848.
−Removed: The ASUs can be adopted no later than December 31, 2022 with early adoption permitted.
−Removed: The adoption will not have a material impact on the Company's consolidated financial statements.
+Added: The adoptions did not have a material impact on the consolidated financial statements.
+Added: In September 2022, the FASB issued ASU 2022-04, Supplier Finance Programs (Subtopic 405-50):
+Added: Disclosure of Supplier Finance Program Obligations to enhance transparency about the use of supplier finance programs.
+Added: Under the ASU, an entity that provide for a supplier finance program in connection with the purchase of goods and services is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented.
+Added: The amendments in ASU 2022-04 are effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those financial years, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023.
+Added: The Company has adopted the general disclosures of ASU 2022-04 in the current fiscal year and will adopt the rollforward disclosure in the next fiscal year.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (continued)
+Added: Recently Issued Accounting Standards
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):
5 unchanged sentences
The standard is applied prospectively to business combinations occurring on or after the effective date of the amendments.
−Removed: The impact will be based on future business combinations after we adopt the standard.
+Added: The impact will be based on future business combinations after the Company adopts the standard.
NOTE 3 – DIVESTITURES
3 unchanged sentences
Income from discontinued operations before income taxes - HHI $ 136.9 $ 253.3 $ 288.2
−Removed: (Loss) income from discontinued operations before income taxes - Other ( 3.8 ) ( 7.3 ) 4.1
+Added: Gain on sale of discontinued operations before income taxes – HHI 2,824.2 — —
+Added: Loss from discontinued operations before income taxes - Other ( 2.4 ) ( 3.8 ) ( 7.3 )
Interest on corporate debt allocated to discontinued operations 49.4 46.4 44.5
4 unchanged sentences
Income from discontinued operations, net of tax attributable to controlling interest $ 2,035.3 $ 148.8 $ 174.5
−Removed: Interest from corporate debt allocated to discontinued operations includes interest on Term Loans required to be paid down using proceeds received on disposal on sale of a business, and interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company.
−Removed: Corporate debt, including Term Loans, are not classified as held for sale as they are not directly attributable to the identified disposal groups.
+Added: Interest on corporate debt allocated to discontinued operations includes interest on Term Loans required to be paid down using proceeds received on disposal on sale of a business, and interest expense from corporate debt not directly attributable to or related to other operations based on the ratio of net assets of the disposal group held for sale to the consolidated net assets plus consolidated debt, excluding debt assumed in transaction, required to be repaid, or directly attributable to other operations of the Company.
+Added: Corporate debt, including Term Loans, is not classified as held for sale as it is not directly attributable to the identified disposal groups.
Hardware and Home Improvement ("HHI")
−Removed: On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "ASPA") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments.
−Removed: The Company's assets and liabilities associated with the HHI disposal group has been classified as held for sale and the respective operations have been classified as discontinued operations and reported separately for all periods presented.
−Removed: The ASPA provides that ASSA will purchase the equity of certain subsidiaries of the Company, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the HHI business.
+Added: On September 8, 2021, the Company entered into a definitive Asset and Stock Purchase Agreement (the "Purchase Agreement") with ASSA ABLOY AB ("ASSA") to sell its HHI segment for cash proceeds of $ 4.3 billion, subject to customary purchase price adjustments.
+Added: On June 20, 2023, the Company completed the divestiture resulting in the recognition of a gain on sale of $ 2.8 billion included as a component of Income From Discontinued Operations, Net of Tax.
+Added: The Company's assets and liabilities associated with the HHI disposal group prior to the transaction close were classified as held for sale and the respective operations were classified as discontinued operations and reported separately during the year ended September 30, 2023 through the transaction close.
+Added: In accordance with the ASPA, ASSA purchased the equity of certain subsidiaries of the Company, and acquired certain assets and assumed certain liabilities of other subsidiaries used or held for the purpose of the HHI business.
The Company and ASSA have made customary representations and warranties and have agreed to customary covenants relating to the acquisition.
−Removed: Among other things, prior to the consummation of the acquisition, the Company will be subject to certain business conduct restrictions with respect to its operation of the HHI business.
The Company and ASSA have agreed to indemnify each other for losses arising from certain breaches of the ASPA and for certain other matters.
In particular, the Company has agreed to indemnify ASSA for certain liabilities relating to the assets retained by the Company, and ASSA has agreed to indemnify the Company for certain liabilities assumed by ASSA, in each case as described in the ASPA.
−Removed: The Company and ASSA have agreed to enter into related agreements ancillary to the acquisition that will become effective upon the consummation of the acquisition, including a customary transition services agreement and reverse transition services agreement.
−Removed: The consummation of the acquisition is subject to certain customary conditions, including, among other things, (i) the absence of a material adverse effect on HHI, (ii) the expiration or termination of required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the receipt of certain other antitrust approvals in certain specified foreign jurisdictions (the conditions contained in (ii) and (iii) together, the “Antitrust Conditions”), (iv) the accuracy of the representations and warranties of the parties generally subject to a customary material adverse effect standard (as described in the ASPA) or other customary materiality qualifications), (v) the absence of governmental restrictions on the consummation of the acquisition in certain jurisdictions, and (vi) material compliance by the parties with their respective covenants and agreements under the ASPA.
−Removed: The consummation of the transaction is not subject to any financing condition.
+Added: Further, the Company and ASSA entered into related agreements ancillary to the acquisition that became effective upon the consummation of the acquisition, including a customary transition services agreement agreement.
SPECTRUM BRANDS HOLDINGS, INC.
2 unchanged sentences
NOTE 3 – DIVESTITURES (continued)
−Removed: The ASPA also contains certain termination rights, including the right of either party to terminate the ASPA if the consummation of the acquisition has not occurred on or before December 8, 2022 (the “Termination Date”).
−Removed: Further, if the acquisition has not been consummated by the Termination Date and all conditions precedent to ASSA's obligation to consummate the acquisition have otherwise been satisfied except for one or more of the Antitrust Conditions, then ASSA would be required to pay the Company a termination fee of $ 350 million.
−Removed: On July 14, 2022, the parties entered into an amendment to the ASPA (the “Amendment”) pursuant to which the Termination Date was extended to June 30, 2023.
−Removed: Except for the foregoing amendment to the Termination Date, the ASPA remains in full force and effect as written, including with respect to the termination fee of $ 350 million.
−Removed: The Company continues to engage with antitrust regulators in the regulatory review of the HHI transaction and the extension is intended to provide the parties with additional time (to the extent needed) to satisfy the conditions related to receipt of governmental clearances.
−Removed: On September 15, 2022, the Department of Justice ("DOJ") filed a complaint seeking to enjoin the transaction and block the acquisition of the HHI division by ASSA.
−Removed: Both the Company and ASSA have stated their disagreement with the DOJ's concerns.
−Removed: The Company expects that the trial will occur in April 2023.
−Removed: The Company and ASSA will jointly defend the transaction in the litigation.
−Removed: ASSA has also announced that, to resolve all the alleged competitive concerns surrounding the acquisition of HHI, it has initiated a process to sell its Emtek and its smart residential business in the U.S.
−Removed: The Company continues to recognize the HHI division as held for sale and as a component of our discontinued operations.
−Removed: The parties are committed to closing the HHI transaction and the Company and ASSA both continue to expect that they will obtain all the required governmental clearances and will close the HHI transaction.
−Removed: The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as of September 30, 2022 and 2021:
+Added: The following table summarizes the assets and liabilities of the HHI disposal group classified as held for sale as of September 30, 2022:
(in millions)
18 unchanged sentences
Total liabilities of business held for sale $ 463.7
−Removed: The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture in the accompanying Consolidated Statements of Operations for the years ended September 30, 2022, 2021 and 2020:
+Added: The following table summarizes the components of income from discontinued operations before income taxes associated with the HHI divestiture in the accompanying Consolidated Statements of Income for the years ended September 30, 2023, 2022 and 2021, through the date of disposal:
(in millions)
11 unchanged sentences
No impairment loss was recognized on the asset held for sale as the purchase price of the business less estimated cost to sell is more than its carrying value.
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 3 – DIVESTITURES (continued)
−Removed: The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture:
+Added: The following table presents significant non-cash items and capital expenditures of discontinued operations from the HHI divestiture for the years ended September 30, 2023, 2022 and 2021, through the date of disposal:
(in millions)
1 unchanged sentence
Depreciation and amortization $ — $ — $ 31.1
−Removed: Share and incentive based compensation $ 5.3 $ 0.8 $ 6.0
+Added: Share based compensation
+Added: $ 1.5 $ 5.3 $ 0.8
Purchases of property, plant and equipment $ 11.9 $ 23.9 $ 22.8
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 3 – DIVESTITURES (continued)
+Added: The Company and ASSA entered into customary transition services agreement ("TSA") that became effective upon the consummation of the transaction that supports various shared back office administrative functions, including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement;
+Added: supporting both the transferred HHI operations and the continuing operations of the Company.
+Added: Charges associated with TSAs are recognized as bundled service costs under a fixed fee structure by the respective service or function and also include one time pass-through charges including warehousing, freight, among others.
+Added: TSA charges are settled periodically between the Company and ASSA on a net basis.
+Added: Charges to ASSA are recognized as a reduction of the respective operating expense incurred and charges from ASSA are recognized as an operating expense depending upon the function supported by ASSA.
+Added: The TSA has an overall expected time period of 12 months following the close of the transaction with variability in expiration dependent upon the completed transition of the respective service or function, and may provide up to 12 additional months for a total duration of up to 24 months.
+Added: During the year ended September 30, 2023, the Company recognized income of $ 9.2 million associated with TSA charges.
+Added: Additionally, the Company and ASSA will receive cash and make payments on behalf of the respective counterparty's operations as part of the shared administrative functions, resulting in cash flow being commingled with the operating cash flow of the Company.
+Added: The Company recognizes a net payable or receivable with ASSA for any outstanding TSA charges and net working capital attributable to commingled cash flow.
+Added: As of September 30, 2023, the Company has a net receivable of $ 4.0 million included in Other Receivables on the Company's Consolidated Statement of Financial Position consisting of amounts due from ASSA for cash flow settlement from commingled operations and net TSA charges including amounts subject to repayment by the Company.
+Added: Further, the Company has recognized payables to ASSA related to indemnifications in accordance with the purchase agreement, primarily attributable to outstanding settlements with tax authorities, uncertain tax benefit obligations and our purchase price settlement.
+Added: As of September 30, 2023, the Company recognized $ 27.3 million, included within Accounts Payable, and $ 2.6 million, included within Other Long-Term Liabilities, on the Company’s Consolidated Statements of Financial Position.
Loss from discontinued operations before income taxes – other includes incremental pre-tax loss for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreements for the sale and divestiture of the Global Batteries & Lighting ("GBL") and Global Auto Care ("GAC") divisions to Energizer Holdings, Inc.
4 unchanged sentences
As of September 30, 2023 and 2022, the Company recognized $ 25.3 million and $ 22.3 million respectively, related to indemnification payables in accordance with the acquisition agreements, including $ 8.6 million and $ 7.0 million within Other Current Liabilities, respectively, and $ 16.7 million and $ 15.3 million, within Other Long-Term Liabilities, respectively, on the Company’s Consolidated Statements of Financial Position, primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits.
−Removed: The Company entered into a series of transition services agreements ("TSAs") and reverse TSAs with Energizer to support various shared back office administrative functions including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement.
−Removed: TSAs associated with the Varta® consumer battery business were transferred to Varta AG as part of the subsequent divestiture by Energizer.
−Removed: Charges associated with TSAs were recognized as bundled service costs under a fixed fee structure by the respective service or function and geographic location, including one-time pass-through charges for warehousing, freight, amongst others, with variable expiration dates up to 24 months.
−Removed: Charges associated with TSAs and reverse TSAs are recognized as a reduction to or increase in the respective costs, as a component of operating expense or cost of goods sold, depending upon the functions supported by or provided to the Company.
−Removed: Additionally, due to the commingled nature of the shared administrative functions, cash would be received or paid on behalf of the respective counterparty's operations, resulting in cash flow being commingled with operating cash flow of the Company which would settle on a net basis with TSA charges.
−Removed: The Company had exited all outstanding TSAs with Energizer and Varta by January 2021.
−Removed: The following table summarizes the TSA income and expenses during the years ended September 30, 2021 and 2020:
−Removed: (in millions) 2021 2020
−Removed: TSA income $ 0.9 $ 9.6
−Removed: TSA expense 2.6 13.5
−Removed: Net TSA (loss) income $ ( 1.7 ) $ ( 3.9 )
−Removed: Coevorden Operations
−Removed: On March 29, 2020, the Company completed its sale of the dog and cat food (“DCF”) production facility and distribution center in Coevorden, Netherlands (“Coevorden Operations”) pursuant to an agreement with United Petfood Producers NV (“UPP”) for total cash proceeds of $ 29.0 million.
−Removed: The divestiture does not constitute a strategic shift for the Company and therefore is not considered discontinued operations.
−Removed: The divestiture of the Coevorden Operations was defined as a disposal of a business and a component of the GPC segment and reporting unit, resulting in the allocation of $ 10.6 million of GPC goodwill to the disposal group based upon a relative fair-value allocation.
−Removed: The Company realized a loss on assets held for sale of $ 26.8 million during the year ended September 30, 2020.
−Removed: The Company and UPP entered into related agreements ancillary to the acquisition that became effective upon the consummation of the acquisition, including a TSA.
−Removed: The Company will continue to operate its commercial DCF business following the divestiture of the Coevorden Operations and entered into a manufacturing agreement with UPP to supply the continuing DCF business, subject to an incremental tolling charge.
NOTE 4 – ACQUISITIONS
−Removed: Tristar Business Acquisition
On February 18, 2022, the Company acquired all of the membership interests in HPC Brands, LLC, which consist of the home appliances and cookware business of Tristar Products, Inc.
5 unchanged sentences
Pursuant to the Emeril License, the Company will continue to license the Emeril Legasse® brands in the US, Canada, Mexico, and the United Kingdom for certain designated product categories of household appliances within the Home and Personal Care ("HPC") segment, including small kitchen food preparation products, indoor and outdoor grills and grill accessories, and cookbooks.
−Removed: The Emeril License is set to expire effective December 31, 2022 with options of up to three one-year renewal periods following the initial expiration.
+Added: The Emeril License had an expiration of December 31, 2023, with options for one-year renewal periods following the initial expiration through December 31, 2025.
Under the terms of the agreement, we agreed to pay the license holder a percentage of sales, with minimum annual royalty payments of $ 1.6 million, that increase to $ 1.8 million in subsequent renewal periods.
The net assets and operating results of the Tristar Business, since the acquisition date of February 18, 2022, are included in the Company’s Consolidated Statements of Income and reported within the HPC reporting segment for the year ended September 30, 2023.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 4 – ACQUISITIONS (continued)
−Removed: The Company has recorded a preliminary allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 18, 2022 acquisition date.
+Added: The Company has recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the February 18, 2022 acquisition date.
The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 111.1 million was recorded as goodwill, which is deductible for tax purposes.
Goodwill includes value associated with profits earned from market and expansion capabilities including the success of new product launches through direct response television and direct to consumer channels, new brand development and products brought to market by the Company, synergies from integration and streamlining operational activities, the going concern of the business, and the value of the assembled workforce.
−Removed: The preliminary fair values recorded were determined based upon a valuation with estimates and assumptions used in such valuation that are subject to change within the measurement period (up to one year from the acquisition date).
−Removed: The primary areas of acquisition accounting that are not finalized relate to amounts for deferred taxes, goodwill, and components of working capital.
−Removed: The calculation of the preliminary purchase price is as follows:
+Added: The calculation of the purchase price is as follows:
(in millions) Purchase Price
3 unchanged sentences
Total purchase price $ 302.4
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 4 – ACQUISITIONS (continued)
As of the transaction date, the Company recorded a contingent consideration liability of $ 30.0 million to reflect the estimated fair value of the contingent consideration for the earn-out payments.
4 unchanged sentences
After the acquisition date, the Company and the acquired Tristar Business experienced a downturn in operating results attributable to significant shifts in retail customer purchasing resulting from high retail inventory levels and lower replenishment orders, especially with significant mass retail customers, along with continued inflationary cost pressures and incremental margin risk from promotional spending.
−Removed: As a result, the Company has adjusted the forecasted results of the Tristar Business, which impacted the value of the contingent consideration.
−Removed: The fair value of the contingent consideration liability as of September 30, 2022, was estimated to be $ 1.5 million, recognized as Other Current Liabilities on the Company’s Consolidated Statements of Financial Position, and the Company recognized a decrease of $ 28.5 million since the initial valuation as of the acquisition date.
−Removed: The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:
+Added: As a result, the Company has adjusted the forecasted results of the Tristar Business, which impacted the value of the contingent consideration and recognized a gain on remeasurement of contingent consideration of $ 1.5 million and $ 28.5 million, during the years ended September 30, 2023 and 2022, respectively.
+Added: The following table summarizes the final fair value of assets acquired and liabilities assumed as of the date of acquisition:
(in millions) Purchase Price Allocation
19 unchanged sentences
Total intangibles acquired $ 95.0
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 4 – ACQUISITIONS (continued)
The Company performed a valuation of the acquired inventories, tradenames, and customer relationships.
12 unchanged sentences
The discount rate applied to the projected cash flow was 12 % based upon a weighted average cost of capital for the overall business and income taxes were estimated at the applicable statutory rate.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 4 – ACQUISITIONS (continued)
During the year ended September 30, 2022, the Company has recognized $ 189.7 million of net sales from the acquired Tristar Business since the transaction date.
10 unchanged sentences
During the year ended September 30, 2022, the Company recognized $ 13.5 million of transaction costs attributable to the acquisition of the Tristar Business, included in General and Administrative Expense on the Consolidated Statement of Income.
−Removed: Through the acquisition of the Tristar Business, the Company acquired substantially all of the operations, employees and net assets of Tristar Products, Inc.
−Removed: and entered into a series of TSAs for various shared back office administrative functions including finance, sales and marketing, information technology, human resources, real estate and supply chain, customer service and procurement, to support the excluded product groups that did not convey with the transaction.
−Removed: Charges associated with TSAs are recognized as bundled service charges under a fixed fee structure by the respective service or function along with one-time pass-through charges, including warehousing, and freight, among others, from the acquired Tristar Business that settle on a net basis between the two parties.
−Removed: Charges for TSA services are recognized as a reduction to the respective operating costs as a component of operating expense or cost of goods sold depending upon the functions supported by the acquired Tristar Business.
−Removed: During the year ended September 30, 2022, the Company recognized TSA income of $ 0.9 million.
−Removed: Additionally, the Company assumed the cash accounts supporting both the acquired Tristar Business and the excluded product groups, and due to the commingled nature of operations, cash would be received or paid on behalf of the excluded product groups' operations, resulting in cash flow being commingled with operating cash flow of the Company which would settle on a net basis with TSA charges.
−Removed: As of September 30, 2022, there was an outstanding payable to Tristar Products, Inc.
−Removed: of $ 2.1 million included within Accounts Payable on the Company’s Consolidated Statements of Financial Position.
−Removed: Rejuvenate Acquisition
−Removed: On May 28, 2021, the Company acquired all ownership interests in For Life Products, LLC ("FLP") for a purchase price of $ 301.5 million.
−Removed: FLP is a leading manufacturer of household cleaning, maintenance, and restoration products sold under the Rejuvenate® brand.
−Removed: The net assets and operating results of FLP, since the acquisition date of May 28, 2021, are included in the Company’s Consolidated Statements of Income and reported within the H&G reporting segment for the years ended September 30, 2022 and 2021.
−Removed: The Company has recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the May 28, 2021 acquisition date.
−Removed: The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 147.0 million was recorded as goodwill, which is deductible for tax purposes.
−Removed: Goodwill includes value associated with profits earned from market expansion capabilities, synergies from integration and streamlining operational activities, the going concern of the business and the value of the assembled workforce.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 4 – ACQUISITIONS (continued)
−Removed: The calculation of purchase price and purchase price allocation is as follows:
−Removed: (in millions) Amount
−Removed: Cash consideration $ 301.5
−Removed: (in millions) Purchase Price Allocation
−Removed: Cash and cash equivalents $ 1.4
−Removed: Trade receivables, net 10.2
−Removed: Inventories 15.4
−Removed: Prepaid expenses and other current assets 0.3
−Removed: Property, plant and equipment, net 0.4
−Removed: Goodwill 147.0
−Removed: Intangible assets, net 128.7
−Removed: Accounts payable ( 1.7 )
−Removed: Accrued wages and salaries ( 0.1 )
−Removed: Other current liabilities ( 0.1 )
−Removed: Net assets acquired $ 301.5
−Removed: The values allocated to intangible assets and the weighted average useful lives are as follows:
−Removed: (in millions) Carrying Amount Weighted Average Useful Life (Years)
−Removed: Tradenames $ 119.0 Indefinite
−Removed: Customer relationships 8.4 14 years
−Removed: Technology 1.3 11 years
−Removed: Total intangibles acquired $ 128.7
−Removed: The Company performed a valuation of the acquired inventories, tradenames, technology, and customer relationships.
−Removed: The fair value measurements are based on significant inputs not observable in the market, and therefore, represent Level 3 measurements.
−Removed: The following is a summary of significant inputs to the valuation:
−Removed: Inventory – Acquired inventory consists of branded finished goods that were valued based on the comparative sales method, which estimates the expected sales price of the finished goods inventory, reduced for all costs expected to be incurred in its completion or disposition and a profit on those costs.
−Removed: Tradename – The Company valued the tradename, Rejuvenate®, using an income approach, the relief-from-royalty method.
−Removed: Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the tradename was not owned.
−Removed: A royalty rate of 12 % for valuation of Rejuvenate® was selected based on consideration of several factors, including prior transactions, related trademarks and tradenames, other similar trademark licensing, and transaction agreements and the relative profitability and perceived contribution of the tradename.
−Removed: The discount rate applied to the projected cash flow was 10.5 % based on the a weighted-average cost of capital for the overall business.
−Removed: The resulting discounted cash flows were then tax-effected at the applicable statutory rate.
−Removed: Customer relationships – The Company valued customer relationships using the multi-period excess earnings method under a market participant distributor method of the income approach.
−Removed: In determining the fair value of the customer relationships, the multi-period excess earnings approach values the intangible asset at the present value of the incremental after-tax cash flows attributable only to the customer relationship after deducting contributory asset charges.
−Removed: Only expected sales from current customers were used, which are estimated using average annual expected growth rate of 4 %.
−Removed: The Company assumed a customer attrition rate of 5 %, which is supported by historical attrition rates.
−Removed: The discount rate applied to the projected cash flow was 10.5 % and income taxes were estimated at the applicable statutory rate.
−Removed: Technology – The Company valued technology using an income approach, the relief-from-royalty method.
−Removed: Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the technology was not owned.
−Removed: A royalty rate of 3 % was selected based on consideration of several factors, including prior transactions, related licensing agreements and the importance of the technology and profit levels, among other considerations.
−Removed: The discount rate applied to the projected cash flow was 10.5 % and income taxes were estimated at the applicable statutory rate.
−Removed: During the year ended September 30, 2021, the Company recognized $ 5.3 million of transaction costs attributable to the acquisition, included in General and Administrative Expense on the Consolidated Statement of Income.
−Removed: Pro forma results have not been presented as the Rejuvenate acquisition is not considered individually significant to the consolidated results of the Company.
−Removed: Armitage Acquisition
−Removed: On October 26, 2020, the Company acquired all of the stock of Armitage Pet Care Ltd ("Armitage") for approximately $ 187.7 million.
−Removed: Armitage is a premium pet treats and toys business headquartered in Nottingham, United Kingdom, including a portfolio of brands that include Armitage's dog treats brand, Good Boy®, cat treats brand, Meowee!® and Wildbird®, bird feed products, among others, that are predominantly sold within the United Kingdom.
−Removed: The net assets and operating results of Armitage, since the acquisition date of October 26, 2020, are included in the Company’s Consolidated Statements of Income and reported within the GPC reporting segment for the year ended September 30, 2022 and 2021.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 4 – ACQUISITIONS (continued)
−Removed: The Company has recorded an allocation of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the October 26, 2020 acquisition date.
−Removed: The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 90.7 million was recorded as goodwill, which is not deductible for foreign tax purposes.
−Removed: Goodwill includes value associated with profits earned from market and expansion capabilities, synergies from integration and streamlining operational activities, the going concern of the business and the value of the assembled workforce.
−Removed: The calculation of purchase price and purchase price allocation is as follows:
−Removed: (in millions) Amount
−Removed: Cash paid $ 187.7
−Removed: Debt assumed 51.0
−Removed: Cash consideration $ 136.7
−Removed: (in millions) Purchase Price Allocation
−Removed: Cash and cash equivalents $ 6.9
−Removed: Trade receivables, net 16.7
−Removed: Other receivables 1.9
−Removed: Inventories 16.3
−Removed: Prepaid expenses and other current assets 0.2
−Removed: Property, plant and equipment, net 3.0
−Removed: Operating lease assets 0.1
−Removed: Deferred charges and other 0.9
−Removed: Goodwill 90.7
−Removed: Intangible assets, net 88.6
−Removed: Accounts payable ( 9.2 )
−Removed: Accrued wages and salaries ( 1.5 )
−Removed: Other current liabilities ( 7.0 )
−Removed: Long-term debt, net of current portion ( 51.0 )
−Removed: Long-term operating lease liabilities ( 0.1 )
−Removed: Deferred income taxes ( 18.0 )
−Removed: Other long-term liabilities ( 1.8 )
−Removed: Net assets acquired $ 136.7
−Removed: The values allocated to intangible assets and the weighted average useful lives are as follows:
−Removed: (in millions) Carrying Amount Weighted Average Useful Life (Years)
−Removed: Tradenames $ 74.3 Indefinite
−Removed: Customer relationships 14.3 12 years
−Removed: Total intangibles acquired $ 88.6
−Removed: The Company performed a valuation of the acquired inventories, tradenames, and customer relationships.
−Removed: The fair value measurements are based on significant inputs not observable in the market, and therefore, represent Level 3 measurements.
−Removed: The following is a summary of significant inputs to the valuation:
−Removed: Inventory - Acquired inventory consists of branded finished goods that were valued based on the comparative sales method, which estimates the expected sales price of the finished goods inventory, reduced for all costs expected to be incurred in its completion or disposition and a profit on those costs.
−Removed: Tradenames - The Company valued the tradenames, the Good Boy® brand and the Wildbird® and Other brand portfolio, using an income approach, the relief-from-royalty method.
−Removed: Under this method, the asset value was determined by estimating the hypothetical royalties that would have to be paid if the tradenames were not owned.
−Removed: Royalty rates of 8 % for valuation of Good Boy® and 3 % for Wildbird® and Other were selected based on consideration of several factors, including prior transactions, related trademarks and tradenames, other similar trademark licensing, and transaction agreements and the relative profitability and perceived contribution of the tradenames.
−Removed: The discount rate applied to the projected cash flow was 11 % based on the a weighted-average cost of capital for the overall business.
−Removed: The resulting discounted cash flows were then tax-effected at the applicable statutory rate.
−Removed: Customer relationships - The Company valued customer relationships using an income and cost approach, the avoided cost and lost profits method.
−Removed: The underlying premise of the method is that the economic value of the asset can be estimated based on consideration of the total costs that would be avoided by having this asset in place.
−Removed: These costs primarily consider the costs that would be incurred to re-create the customer relationships in terms of employee salaries and the revenues and associated profits forgone due to the absence of the relationships for a period of time.
−Removed: During the year ended September 30, 2021, the Company recognized $ 5.1 million of transaction costs attributable to the acquisition, included in General and Administrative Expense on the Consolidated Statement of Income.
−Removed: Pro forma results have not been presented as the Armitage acquisition is not considered individually significant to the consolidated results of the Company.
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - RESTRUCTURING CHARGES
+Added: During the year ended September 30, 2023, the Company entered into an initiative in response to the continuing pressures within the consumer products and retail markets and adjusted strategic initiatives within certain segments, resulting in the realization of headcount reductions.
+Added: Total cumulative exit and disposal costs associated with the initiative were $ 7.4 million.
+Added: Substantially all costs associated with the initiative have been recognized, with no further significant costs expected to be incurred.
During the year ended September 30, 2022, the Company entered into a new initiative in response to changes observed within consumer products and retail markets, continued inflationary cost pressures and headwinds, and to facilitate changes in the management structure for enabling functions of the consolidated group, resulting in the realization of headcount reductions.
2 unchanged sentences
Additionally, during the year ended September 30, 2022, the Company initiated the exit of its in-country commercial operations in Russia, predominantly supporting the HPC segment, including costs for severance and other exit and disposal activity to close the operations.
−Removed: Total cumulative costs associated, with the initiative were $ 0.6 million with total projected costs for the initiative to be approximately $ 2 million, excluding lease termination or asset impairment costs.
+Added: Total cumulative costs associated with the initiative were $ 1.4 million.
+Added: Substantially all costs associated with the initiative have been recognized, with no further significant costs expected to be incurred.
During the year ended September 30, 2021, the GPC segment entered into an initiative to update its supply chain and distribution operations within the U.S.
5 unchanged sentences
With the Company’s divestitures in GBL and GAC during the year ended September 30, 2019, the project focus included the transition of the Company’s continuing operations in a post-divestiture environment and exiting of TSAs which were fully exited in January 2022.
−Removed: Refer to Note 3 – Divestitures for further discussion.
The initiative included a review of global processes and organization design and structures, headcount reductions and transfers, and rightsizing the Company’s shared operations and commercial business strategy, and exit of certain internal production to third-party supplies, among others, resulting in recognition of severance benefits and other exit and disposal costs to facilitate such activity.
2 unchanged sentences
Individually these activities are not substantial and occur over a shorter time period (generally less than 12 months).
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 5 - RESTRUCTURING CHARGES (continued)
The following summarizes restructuring charges for the years ended September 30, 2023, 2022, and 2021:
(in millions) 2023 2022 2021
−Removed: 2022 2021 2020
Fiscal 2023 restructuring $ 7.4 $ — $ —
+Added: Fiscal 2022 restructuring 0.4 9.8 —
Russia dissolution 0.8 0.6 —
6 unchanged sentences
General and administrative expense 9.4 28.2 26.9
−Removed: The following summarizes restructuring charges by segment for the years ended September 30, 2022, 2021, and 2020:
+Added: The following summarizes restructuring charges by reportable segment for the years ended September 30, 2023, 2022, and 2021:
(in millions) 2023 2022 2021
−Removed: HPC $ 10.0 $ 9.1 $ 4.6
GPC $ 4.0 $ 37.9 $ 15.2
H&G 0.2 0.7 0.4
+Added: HPC 5.2 10.0 9.1
Corporate 0.5 11.2 15.6
5 unchanged sentences
For the year ended September 30, 2021 7.7 32.6 40.3
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 5 - RESTRUCTURING CHARGES (continued)
The following is a rollforward of the accrual for restructuring charges by cost type for the years ended September 30, 2023, 2022, and 2021, included in Other Current Liabilities on the Consolidated Statements of Financial Position.
9 unchanged sentences
Accrual balance at September 30, 2023 $ 3.4 $ 0.5 $ 3.9
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - REVENUE RECOGNITION
2 unchanged sentences
September 30, 2023
−Removed: (in millions) HPC GPC H&G Total
+Added: (in millions) GPC H&G HPC Total
Product Sales
7 unchanged sentences
September 30, 2022
−Removed: (in millions) HPC GPC H&G Total
+Added: (in millions) GPC H&G HPC Total
Product Sales
7 unchanged sentences
September 30, 2021
−Removed: (in millions) HPC GPC H&G Total
+Added: (in millions) GPC H&G HPC Total
Product Sales
6 unchanged sentences
Total Revenue $ 1,129.9 $ 608.1 $ 1,260.1 $ 2,998.1
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 6 – REVENUE RECOGNITION (continued)
−Removed: With the acquisition of the Tristar Business on February 18, 2022, the Company recognized revenue attributable to extended warranties.
−Removed: See Note 4 - Acquisitions for more details.
−Removed: As of September 30, 2022, the Company had $ 1.1 million service warranty revenue deferred and included in Other Current Liabilities on the Consolidated Statements of Financial Position.
−Removed: A significant portion of our product sales from our HPC segment, primarily in the NA and LATAM regions, are subject to the continued use and access of the Black and Decker® ("B&D")brand through a license agreement with Stanley Black and Decker.
+Added: A significant portion of our product sales from our HPC segment, primarily in the NA and LATAM regions, are subject to the continued use and access of the Black+Decker® ("B&D") brand through a license agreement with Stanley Black & Decker.
The license agreement was renewed through June 30, 2025, including a sell-off period from April 1, 2025 to June 30, 2025 whereby the Company can continue to sell and distribute but no longer produce products subject to the license agreement.
15 unchanged sentences
See Note 4 - Acquisitions for further discussion on the Tristar Business acquisition.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS
17 unchanged sentences
Debt — 1,418.6 — 1,418.6 1,555.5 — 2,815.9 — 2,815.9 3,156.8
−Removed: During the year ended September 30, 2021, the Company sold 1.7 million shares of Energizer common stock for cash proceeds of $ 73.1 million.
−Removed: During the year ended September 30, 2020, the Company sold 3.6 million shares of Energizer common stock for cash proceeds of $ 147.1 million.
−Removed: The Company sold its remaining investment in Energizer common stock in January 2021 and as of September 30, 2022, the company holds no shares of Energizer common stock.
−Removed: The following is a summary of income recognized from equity investments included in Other Non-Operating (Income) Expense, Net on the Company's Consolidated Statements of Income for the years ended September 30, 2021, and 2020:
−Removed: (in millions)
−Removed: Unrealized loss on equity investments held $ — $ ( 7.5 )
−Removed: Realized gain (loss) on equity investments sold 6.9 ( 9.3 )
−Removed: Gain (loss) on equity investments 6.9 ( 16.8 )
−Removed: Dividend income from equity investments 0.2 5.0
−Removed: Gain (loss) from equity investments $ 7.1 $ ( 11.8 )
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 7 - FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)
The Company’s derivative instruments are valued on a recurring basis using internal models, which are based on market observable inputs, including both forward and spot prices for currencies and commodities, which are generally based on quoted or observed market prices (Level 2).
9 unchanged sentences
See Note 4 – Acquisitions and Note 11 - Goodwill and Intangible Assets for additional detail.
−Removed: The carrying values of cash and cash equivalents, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities.
+Added: The carrying values of cash and cash equivalents, short term investments, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities.
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - RECEIVABLES
−Removed: The allowance for uncollectible receivables as of September 30, 2022 and 2021 was $ 7.3 million and $ 6.7 million, respectively.
+Added: The allowance for doubtful accounts as of September 30, 2023 and 2022 was $ 7.7 million and $ 7.3 million, respectively.
The following is a rollforward of the allowance for doubtful accounts for the years ended September 30, 2023, 2022 and 2021:
4 unchanged sentences
September 30, 2021 5.3 1.9 ( 0.4 ) ( 0.1 ) 6.7
−Removed: Other adjustments includes foreign currency translation and the allowance for credit loss assumed as part of the acquisition of the Tristar Business during the year ended September 30, 2022.
+Added: Other adjustments includes foreign currency translation and the allowance for doubtful accounts assumed as part of the acquisition of the Tristar Business during the year ended September 30, 2022.
See Note 4 - Acquisitions for further discussion on the Tristar Business acquisition.
1 unchanged sentence
As of September 30, 2023, there were two customers that exceeded 10% of the Company's consolidated Net Trade Receivables representing 39.8 % of the Company’s Trade Receivables.
−Removed: As of September 30, 2021, there was one customer that exceeded 10% of the Company's consolidated Net Trade Receivables representing 14.7 % of the Company’s Trade Receivables.
+Added: As of September 30, 2022, there were two customers that exceeded 10% of the Company's consolidated Net Trade Receivables representing 21.9 % of the Company’s Trade Receivables.
We have entered into various factoring agreements and early pay programs with our customers to sell our trade receivables under non-recourse agreements in exchange for cash proceeds and is an integral part of our financing for working capital.
12 unchanged sentences
$ 462.8 $ 780.6
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: During the year ended September 30, 2023, the Company and HPC recognized an incremental inventory loss of $ 20.6 million for the disposal of select product SKUs and models associated with the acquired brands from the Tristar Business acquisition after assessing, among other things, performance and quality standards and the business risks associated with the continued support and distribution of such products.
+Added: HPC management has suspended any further sale of the selected products as part of a shift in its strategy of distribution and development of products within its brand portfolio and avoid deterioration and further reduction in the value of acquired brands and supported products.
NOTE 10 - PROPERTY, PLANT AND EQUIPMENT
3 unchanged sentences
$ 83.4 $ 75.7
−Removed: Machinery, equipment and other
+Added: Machinery, tooling and equipment
+Added: Computer software 136.2 81.7
Finance leases 136.9 139.8
7 unchanged sentences
Depreciation expense from property, plant and equipment for the years ended September 30, 2023, 2022 and 2021 was $ 48.9 million, $ 49.0 million, and $ 51.9 million, respectively.
−Removed: NOTE 11 - GOODWILL AND INTANGIBLE ASSETS
+Added: During the year ended September 30, 2023, the Company completed the sale of two facilities in its EMEA region, primarily consisting of office space supporting the GPC segment, with total proceeds of $ 5.2 million and resulting in a gain on sale of $ 2.7 million, included as General and Administrative Expense on the Consolidated Statements of Income for the year ended September 30, 2023.
+Added: During the year ended September 30, 2023, the Company recognized a $ 3.9 million impairment charge on idle equipment associated with the early exit of a GPC warehouse lease, included as Selling Expense on the Consolidated Statements of Income for the year ended September 30, 2023.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 11 - GOODWILL AND INTANGIBLES
Goodwill, by segment, consists of the following:
−Removed: (in millions) HPC GPC H&G Total
+Added: (in millions) GPC H&G HPC Total
As of September 30, 2021 $ 524.6 $ 342.6 $ — $ 867.2
−Removed: Armitage acquisition (Note 4) — 90.7 — 90.7
−Removed: Rejuvenate acquisition (Note 4) — — 147.0 147.0
+Added: Tristar Business acquisition (Note 4) — — 108.1 108.1
Foreign currency impact ( 22.2 ) — — ( 22.2 )
As of September 30, 2022 $ 502.4 $ 342.6 $ 108.1 $ 953.1
−Removed: Tristar Business acquisition (Note 4) 108.1 — — 108.1
+Added: Impairment — — ( 111.1 ) ( 111.1 )
+Added: Tristar Business acquisition adjustment (Note 4) — — 3.0 3.0
Foreign currency impact 9.7 — — 9.7
As of September 30, 2023 $ 512.1 $ 342.6 $ — $ 854.7
+Added: During the year ended September 30, 2023, the Company recognized an impairment of the HPC goodwill that was attributable to a declining trend in operating performance results, challenging retail environment with increased competition, lower distribution, and excess retail inventory levels impacting pricing and promotional spending, resulting in a reduction in actual and projected sales and margin realization within its current and forecasted cash flows and a full impairment of the identified goodwill for the HPC reporting unit and segment.
The carrying value of indefinite lived intangible and definite lived intangible assets subject to amortization and accumulated amortization are as follows:
13 unchanged sentences
Total intangible assets $ 1,516.3 $ ( 456.2 ) $ 1,060.1 $ 1,612.0 $ ( 409.8 ) $ 1,202.2
−Removed: There were no impairments recognized for goodwill or intangible assets during the years ended September 30, 2022, and 2021.
−Removed: During the year ended September 30, 2020, the Company recognized an impairment loss of $ 16.6 million on indefinite-lived intangible assets and an impairment of $ 7.6 million on definite lived intangible assets due to the incremental cash flow risk associated with the commercial DCF business following the divestiture of the Coevorden Operations.
−Removed: See Note 3 - Divestitures for further detail.
−Removed: While we have not recognized an impairment of goodwill or intangible assets during the year ended September 30, 2022, we have identified a potential risk of impairment associated with the HPC reporting unit goodwill, with a carrying cost of $ 108.1 million as of September 30, 2022, and the Rejuvenate® tradename, with a carrying cost of $ 119.1 million as of September 30, 2022.
−Removed: We do not anticipate that these assets will be subject to future impairment based upon our projections and forecasts used in evaluating the current market value but cannot guarantee that no future impairment will be realized.
−Removed: The risk of future impairment for the HPC reporting unit is based upon the results realized during year ended September 30, 2022, macro-economic headwinds from inflationary costs and foreign currency fluctuations, retail and consumer spending activity, and risks associated with the Tristar Business integration and branding strategy transitions.
−Removed: The risk of future impairment for the Rejuvenate® tradename is based upon the results realized during the year ended September 30, 2022, and dependency upon the timing and realization of market expansion milestones and synergies associated with the acquired business.
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 11 - GOODWILL AND INTANGIBLE ASSETS (continued)
+Added: During the year ended September 30, 2023, the Company and H&G segment recognized an impairment loss of $ 56.0 million associated with the Rejuvenate® tradename attributable to a significant shift in consumer purchasing activity and retail inventory management efforts with certain retail customers within the year that make up a significant concentration of revenue for the brand and further reducing the anticipated near-term sales for the brand, a shift in the projected timing and realization of long-term projected revenues and changes in strategic distribution opportunities, as well as a change in the amount and timing of product innovations being introduced to customers.
+Added: During the year ended September 30, 2023, the Company and HPC segment recognized an impairment loss of $ 45.0 million associated with the PowerXL® tradename driven by the reduction in the sales from a decrease in distribution with retail customers, significant pricing adjustments and required incremental promotional spending activity resulting in a substantial shift in actual and projected future revenues for the brand as well as a decrease in realized sales due to the continuation of retail inventory reduction efforts, lowered consumer demand, increased competition, and adverse macro-economic factors.
+Added: Additionally, during the year ended September 30, 2023, the Company and HPC segment recognized an impairment loss of $ 19.7 million associated with the George Foreman® tradename due to shifts in market demand for related product categories as well as a change in the Company's brand portfolio strategy and projected utilization of the tradename going forward.
+Added: As a result of the change in the Company's strategy and utilization of the George Foreman® tradename, the Company has converted the George Foreman® tradename from an indefinite-lived tradename to a definite-lived tradename.
Amortization expense from intangible assets for the years ended September 30, 2023, 2022 and 2021 was $ 42.3 million, $ 50.3 million and $ 65.1 million, respectively.
1 unchanged sentence
(in millions)
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12 - DEBT
26 unchanged sentences
Revolver Facility
−Removed: On June 30, 2020, SBI entered into the Amended and Restated Credit Agreement ("Credit Agreement"), dated June 30, 2020, which refinances the previously existing credit facility, and includes certain modified terms from the previously existing revolving credit facility.
+Added: On June 30, 2020, SBI entered into the Amended and Restated Credit Agreement ("Credit Agreement"), which refinances the previously existing credit facility, and includes certain modified terms from the previously existing revolving credit facility.
The maturity date was extended to June 30, 2025, and the facility was reduced from $ 890.0 million to $ 600.0 million (with a U.S.
−Removed: dollar tranche and a multicurrency tranche).
−Removed: The interest rate margins applicable to the facility were changed and a LIBOR floor of 0.75 % was installed.
+Added: dollar tranche and a multicurrency tranche) (the "Initial Revolving Credit Facility Tranche").
+Added: The interest rate margins applicable to the facility were changed and a London Inter-Bank Offered Rate ("LIBOR") floor of 0.75 % was installed.
The Credit Agreement, solely with respect to the Revolver Facility, contains a financial covenant test on the last day of each fiscal quarter on the maximum total leverage ratio.
1 unchanged sentence
The maximum total leverage ratio should be no greater than 6.0 to 1.0.
+Added: On November 17, 2022, the Company entered into the fourth amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0 before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee.
+Added: The waiver expired 10 business days after the close of the HHI divestiture and the maximum permitted consolidated total net leverage returned to 6.0 to 1.0.
As of September 30, 2023, we were in compliance with all covenants under the Credit Agreement.
−Removed: Subsequent to the year ended September 30, 2022, on November 17, 2022, the Company entered into an amendment to the Credit Agreement to temporarily increase the maximum consolidated total net leverage ratio permitted to be no greater than 7.0 to 1.0 before returning to 6.0 to 1.0 at the earliest of (i) September 29, 2023, or (ii) 10 business days after the closing of the HHI divestiture or receipt of the related termination fee.
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 12 - DEBT (continued)
+Added: The Company incurred $ 2.3 million in connection with the fourth amendment and recognized as interest expense for the year ended September 30, 2023.
Pursuant to a guarantee agreement, SB/RH and the material wholly-owned domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Credit Agreement and related loan documents.
1 unchanged sentence
The Credit Agreement also provides for customary events of default including payment defaults and cross-defaults to other material indebtedness.
−Removed: On December 10, 2021, the Company entered into the second amendment to the Amended and Restated Credit Agreement (the "Credit Agreement") dated as of June 30, 2020.
+Added: On December 10, 2021, the Company entered into the second amendment to the Credit Agreement.
The second amendment includes certain modified terms from the existing Credit Agreement to provide for an alternate rate of interest to the Eurocurrency Rate applicable to Revolving Loans and Letters of Credit in Euro and Pounds Sterling.
−Removed: Pursuant to the second amendment, Sterling Overnight Index Average ("SONIA") replaced LIBO Rate as a reference rate for Revolving Loans and Letters of Credit denominated in Pounds Sterling and Euro Interbank Offered Rate ("EURIBOR") replaced LIBO Rate as a reference rate for Revolving Loans and Letters of Credit denominated in Euro.
−Removed: The Company currently has no borrowing under the Revolver Facility denominated in Euro or Pounds Sterling.
+Added: Pursuant to the second amendment, Sterling Overnight Index Average ("SONIA") replaced the LIBOR as a reference rate for Revolving Loans and Letters of Credit denominated in Pounds Sterling and Euro Interbank Offered Rate ("EURIBOR") replaced LIBOR as a reference rate for Revolving Loans and Letters of Credit denominated in Euro.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 12 - DEBT (continued)
On February 3, 2022, the Company entered into a third amendment to the Credit Agreement.
−Removed: The third amendment provides for incremental capacity on the Revolver Facility of $ 500 million that was used to support the acquisition of the Tristar Business and the continuing operations and working capital requirements of the Company.
+Added: The third amendment provides for incremental capacity on the Revolver Facility of $ 500 million (the "Incremental Revolving Credit Facility Tranche") that was used to support the acquisition of the Tristar Business and the continuing operations and existing working capital requirements of the Company.
See Note 4 - Acquisitions for further discussion on the Tristar Business acquisition.
−Removed: Borrowings under the incremental capacity are subject to the same terms and conditions of the existing Revolver Facility, with a maturity date of June 30, 2025, other than a difference in borrowing rate which is subject to SOFR plus margin ranging from 1.75 % to 2.75 %, or base rate plus margin ranging from 0.75 % to 1.75 % per annum, with an increase by 25 basis points 270 days after the effective date of the third amendment and an additional 25 basis points on each 90 day anniversary of such date.
−Removed: The SOFR is subject to a 0.50 % floor.
−Removed: The Company incurred $ 7.6 million in connection with the third amendment, which have been capitalized as debt issuance costs and will be amortized over the remaining term of the Credit Agreement.
−Removed: As of September 30, 2022, borrowings from the original revolver capacity of $ 600 million under the Revolver Facility are subject to either adjusted London Inter-Bank Offered Rate ("LIBOR") plus margin ranging from 1.75 % to 2.75 % per annum, or base rate plus margin ranging from 0.75 % to 1.75 % per annum;
−Removed: and borrowings under the incremental revolver capacity of $ 500 million, per the third amendment to the Credit Agreement discussed below, are subject to Secured Overnight Financing Rate ("SOFR") plus margin ranging from 1.75 % to 2.75 % per annum or base rate plus margin ranging from 0.75 % to 1.75 %.
−Removed: The LIBOR borrowings are subject to a 0.75 % LIBOR floor and the SOFR borrowings are subject to a 0.50 % SOFR floor.
−Removed: Our Revolver Facility allows for the LIBOR rate to be phased out and replaced with the SOFR and therefore we do not anticipate a material impact by the expected upcoming LIBOR transition.
−Removed: As a result of borrowings and payments under the Revolver Facility, at September 30, 2022, the Company had borrowing availability of $ 342.4 million, net outstanding letters of credit of $ 17.6 million.
+Added: Borrowings under the incremental capacity were subject to the same terms and conditions as the existing Revolver Facility, with a maturity date of June 30, 2025, other than a difference in borrowing rate which were subject to SOFR plus margin ranging from 1.75 % to 2.75 %, or base rate plus margin ranging from 0.75 % to 1.75 % per annum, with an increase by 25 basis points 270 days after the effective date of the third amendment and an additional 25 basis points on each 90 day anniversary of such date.
+Added: The SOFR was subject to a 0.50 % floor.
+Added: The Company incurred $ 7.6 million in connection with the third amendment, which have been capitalized as debt issuance costs and were amortized over the remaining term of the Credit Agreement.
+Added: On June 20, 2023, following the close of the HHI divestiture, the Company repaid $ 470.0 million of revolving loans that were drawn under the Initial Revolving Credit Facility Tranche, which constituted the repayment of all outstanding revolving loans under such tranche and repayment of $ 245.0 million of revolving loans that were drawn under the Incremental Revolving Credit Facility Tranche, which constituted the repayment of all outstanding revolving loans under such tranche.
+Added: The Company terminated all revolving loan commitments under the Incremental Revolving Credit Facility Tranche while the revolving loan commitments under the Initial Revolving Credit Facility Tranche were not terminated.
+Added: The Company recognized $ 4.5 million for the year ended September 30, 2023 from the write-down of deferred financing costs associated with the termination of the Incremental Revolving Credit Facility Tranche, recognized as Interest Expense on the Company's Consolidated Statements of Income.
+Added: Further, on June 20, 2023, the Company entered into the fifth amendment to the Credit Agreement to transition from LIBOR to SOFR borrowing rates used on borrowings from the Revolver Facility.
+Added: As a result, as of September 30, 2023, borrowings from the Revolver Facility are subject to adjusted SOFR plus margin ranging from 1.75 % to 2.75 % per annum, or base rate plus margin ranging from 0.75 % to 1.75 % per annum.
+Added: The SOFR borrowings are subject to a 0.1 % adjustment rate and a 0.75 % SOFR floor.
+Added: As a result of borrowings and payments under the Revolver Facility, as of September 30, 2023, the Company had borrowing availability of $ 586.9 million, net of outstanding letters of credit of $ 13.1 million.
+Added: On October 19, 2023, SBI and SB/RH entered into the Second Amended and Restated Credit Agreement (the “Subsequent Credit Agreement”), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, and the lenders party thereto from time to time.
+Added: The proceeds of the Subsequent Credit Agreement will be used for working capital needs and other general corporate purposes.
+Added: The Subsequent Credit Agreement refinanced the Company’s previous Credit Agreement and includes certain modified terms from the the previous Credit Agreement, including extending the maturity to October 19, 2028, and the Revolver Facility was reduced to $ 500.0 million (with a U.S.
+Added: dollar tranche and a multicurrency tranche).
+Added: The Subsequent Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries' ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain expectations set forth in the Subsequent Credit Agreement..
+Added: The aggregate commitment amount with respect to (a) the U.S.
+Added: dollar tranche of the Revolving Facility is $ 400 million and (b) the multi-currency tranche of the Revolving Facility is $ 100 million.
+Added: The commitment fee rate will be equal to 0.20 % of the unused commitments under the Revolving Facility (which may be increased to a maximum rate equal to 0.40 % based on certain total net leverage ratios specified in the Credit Agreement).
+Added: All outstanding amounts under the U.S.
+Added: dollar tranche (if funded in U.S.
+Added: dollars) will bear interest, at the option of the Company, at a rate per annum equal to (x) SOFR, plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement) or (y) the Alternate Base Rate (as defined in the Credit Agreement), plus a margin ranging between 0.00 % to 1.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement).
+Added: The multi-currency tranche (if funded in Euros) will bear interest at a rate per annum equal to the EURIBOR Rate, plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement).
+Added: The multi-currency tranche (if funded in Canadian dollars) will bear interest, at the option of the Company, at a rate per annum equal to (x) CORRA (Canadian Overnight Repo Rate Average), plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement) or (y) the Canadian Prime Rate, plus a margin ranging between 0.00 % to 1.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement).
+Added: The multi-currency tranche (if funded in Pounds Sterling) will bear interest at a rate per annum equal to the SONIA, plus a margin ranging between 1.00 % to 2.00 % per annum (based on certain total net leverage ratios specified in the Credit Agreement).
+Added: As of the closing date of the Subsequent Credit Agreement, the borrowing availability of the Revolver Facility is $ 486.9 million, net of outstanding letters of credit of $ 13.1 million.
Term Loan Facility
On March 3, 2021, SBI entered into the first amendment (the "Amended Credit Agreement") to the Credit Agreement.
−Removed: The Amended Credit Agreement includes certain modified terms from the existing Credit Agreement to provide for a new term loan facility (the “Term Loan Facility”).
−Removed: The Term Loan Facility is in an aggregate principal amount of $ 400.0 million and will mature on March 3, 2028.
−Removed: The Term Loan Facility is subject to a rate per annum equal to either (1) the LIBO Rate (as defined in the Amended Credit Agreement), subject to a 0.50 % floor, adjusted for statutory reserves, plus a margin of 2.00 % per annum or (2) the Alternate Base Rate (as defined in the Amended Credit Agreement), plus a margin of 1.00 % per annum.
−Removed: The Term Loan Facility allows for the LIBO rate to be phased out and replaced with the Secured Overnight Financing Rate and therefore we do not anticipate a material impact to the expected upcoming LIBOR transition.
−Removed: The Term Loan Facility was issued net of a $ 1.0 million discount and the Company incurred $ 5.1 million of debt issuance costs, which is being amortized with a corresponding charge to interest expense over the remaining life of the loan.
−Removed: Pursuant to a guarantee agreement, SB/RH and the direct and indirect wholly-owned material domestic subsidiaries of SBI have guaranteed SBI’s obligations under the Amended Credit Agreement and related loan documents.
−Removed: Pursuant to the Security Agreement, dated as of June 23, 2015, SBI and such subsidiary guarantors have pledged substantially all of their respective assets to secure such obligations and, in addition, SB/RH has pledged the capital stock of SBI to secure such obligations.
−Removed: Subject to certain mandatory prepayment events, the Term Loan Facility is subject to repayment according to scheduled amortizations, with the final payment of amount outstanding, plus accrued and unpaid interest, due at maturity.
−Removed: The Amended Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain exceptions set forth in the Amended Credit Agreement.
−Removed: 3.875 % Notes
−Removed: On March 3, 2021, SBI issued $ 500.0 million aggregate principal amount of 3.875 % Senior Notes due 2031 (the " 3.875 % Notes") and entered into the indenture governing the 3.875 % Notes (the “2031 Indenture”).
−Removed: The 3.875 % Notes mature on March 15, 2031 and are unconditionally guaranteed, on a senior unsecured basis, by SB/RH and by SBI’s existing and future domestic subsidiaries that guarantee indebtedness under the Amended Credit Agreement.
−Removed: SBI may redeem all or part of the 3.875 % Notes at any time on or after March 15, 2026 at certain fixed redemption prices as set forth in the 2031 Indenture.
−Removed: In addition, prior to March 15, 2026, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest.
−Removed: Before March 15, 2024, the Company may redeem up to 35 % of the aggregate principal notes with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price as set forth in the 2031 Indenture.
−Removed: Further, the 2031 Indenture requires SBI to make an offer to repurchase all outstanding 3.875 % Notes upon the occurrence of a change of control of SBI, as defined in the 2031 Indenture.
−Removed: The 2031 Indenture contains covenants limiting, among other things, the ability of the Company and its direct and indirect restricted subsidiaries to incur additional indebtedness, create liens, engage in sale-leaseback transactions, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, make investments or certain other restricted payments, sell assets, issue or sell stock of restricted subsidiaries, enter in transactions with affiliates, or effect a merger or consolidation.
−Removed: In addition, the 2031 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
+Added: The Amended Credit Agreement included certain modified terms from the existing Credit Agreement to provide for a new term loan facility (the “Term Loan Facility”).
+Added: The Term Loan Facility was in an aggregate principal amount of $ 400.0 million and with a maturity date of March 3, 2028.
+Added: The Term Loan Facility was subject to a rate per annum equal to either (1) the LIBOR, subject to a 0.50 % floor, adjusted for statutory reserves, plus a margin of 2.00 % per annum or (2) the Alternate Base Rate (as defined in the Amended Credit Agreement), plus a margin of 1.00 % per annum.
+Added: The Term Loan Facility was issued net of a $ 1.0 million discount and the Company incurred $ 5.1 million of debt issuance costs, which was being amortized with a corresponding charge to interest expense over the remaining life of the loan.
+Added: Pursuant to a guarantee agreement, SB/RH and the direct and indirect wholly-owned material domestic subsidiaries of SBI had guaranteed SBI’s obligations under the Amended Credit Agreement and related loan documents.
+Added: Pursuant to the Security Agreement, dated as of June 23, 2015, SBI and such subsidiary guarantors had pledged substantially all of their respective assets to secure such obligations and, in addition, SB/RH had pledged the capital stock of SBI to secure such obligations.
SPECTRUM BRANDS HOLDINGS, INC.
2 unchanged sentences
NOTE 12 - DEBT (continued)
−Removed: The Company recorded $ 7.6 million of fees in connection with the offering of the 3.875 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 3.875 % Notes.
−Removed: Spectrum 5.50 % Notes
−Removed: On June 30, 2020, SBI issued $ 300.0 million aggregate principal amount of 5.50 % Senior Notes due 2030 (the " 5.50 % Notes") and entered into the indenture governing the 5.50 % Notes (the “2030 Indenture”).
−Removed: The 5.50 % Notes mature on July 15, 2030 and are unconditionally guaranteed, on a senior unsecured basis, by SB/RH and by SBI’s existing and future domestic subsidiaries that guarantee indebtedness under the Credit Agreement .
−Removed: The proceeds from the 5.50 % Notes were used for repayment of the Revolver Facility obligation.
−Removed: SBI may redeem all or part of the 5.50 % Notes at any time on or after July 15, 2025 at certain fixed redemption prices as set forth in the 2030 Indenture.
−Removed: In addition, prior to July 15, 2025, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest.
−Removed: Before July 15, 2023, the Company may redeem up to 35 % of the aggregate principal notes with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price as set forth in the 2030 Indenture.
−Removed: Further, the 2030 Indenture requires SBI to make an offer to repurchase all outstanding 5.50 % Notes upon the occurrence of a change of control of SBI, as defined in the 2030 Indenture.
−Removed: The 2030 Indenture contains covenants limiting, among other things, the incurrence of additional indebtedness, payments of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
−Removed: In addition, the 2030 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
−Removed: The Company recorded $ 6.2 million of fees in connection with the offering of the 5.50 % Notes, which have been capitalized as debt issuance costs and amortized over the remaining life of the 5.50 % Notes.
+Added: Subject to certain mandatory prepayment events, the Term Loan Facility is subject to repayment according to scheduled amortizations, with the final payment of amount outstanding, plus accrued and unpaid interest, due at maturity.
+Added: The Amended Credit Agreement contains customary affirmative and negative covenants, including, but not limited to, restrictions on SBI and its restricted subsidiaries’ ability to incur indebtedness, create liens, make investments, pay dividends or make certain other distributions, and merge or consolidate or sell assets, in each case subject to certain exceptions set forth in the Amended Credit Agreement.
+Added: On June 20, 2023, following the close of the HHI divestiture, the Company repaid the $ 392.0 million outstanding amount of term loans, which constituted the repayment of all outstanding term loans under the Credit Agreement and the Term Loan Facility was terminated.
+Added: The Company recognized $ 4.1 million for the year ended September 30, 2023 from the write-down of deferred financing costs and original issuance discount associated with the extinguishment of the Term Loan Facility, recognized as Interest Expense on the Company's Consolidated Statements of Income
Spectrum 5.75 % Notes
−Removed: On September 24, 2019, SBI issued $ 300.0 million aggregate principal amount of 5.00 % Senior Notes due October 1, 2029.
+Added: On May 20, 2015, SBI issued $ 1,000 million aggregate principal amount of 5.75 % Notes at par value, due July 15, 2025 (the “ 5.75 % Notes”).
The 5.75 % Notes are guaranteed by SB/RH as well as by SBI’s existing and future domestic subsidiaries.
−Removed: On or after October 1, 2024, SBI may redeem some or all of the Notes at certain fixed redemption prices.
−Removed: In addition, prior to October 1, 2024, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium.
−Removed: SBI may redeem up to 35 % of the Notes, including additional notes, with an amount of cash equal to the net proceeds of equity offerings at specified redemption prices.
+Added: SBI may redeem all or a part of the 5.75 % Notes, at any time on or after July 15, 2020, at specified redemption prices.
+Added: In addition, prior to July 15, 2020, SBI may redeem the notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium.
+Added: SBI is also entitled to redeem up to 35 % of the aggregate principal amount of the notes before July 15, 2018 with an amount of cash equal to the net proceeds that SBI raises in equity offerings at specified redemption prices.
Further, the indenture governing the 5.75 % Notes (the “2025 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2025 Indenture.
−Removed: The 2029 Indenture contains covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
−Removed: In addition, the 2029 Indenture proves for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
+Added: The 2025 Indenture contained customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
+Added: In addition, the 2025 Indenture provided for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
Events of default under the 2025 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 5.75 % Notes.
If any other event of default under the 2025 Indenture occurs and is continuing, the trustee for the 2025 Indenture or the registered holders of at least 25 % in the then aggregate outstanding principal amount of the 5.75 % Notes, may declare the acceleration of the amounts due under those notes.
−Removed: As of September 30, 2022, we were in compliance with all covenants under the indentures governing the 5.00 % Notes.
−Removed: The Company recorded $ 4.1 million of fees in connection with the offering of the 5.00 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 5.00 % Notes.
+Added: The Company recorded $ 19.7 million of fees in connection with the offering of the 5.75 % Notes, which had been capitalized as debt issuance costs and were being amortized over the remaining life of the 5.75 % Notes.
+Added: During the year ended September 30, 2021, using the proceeds received from the Term Loan Facility and 3.875 % Notes, the Company redeemed $ 550.0 million aggregate principal amount of the 5.75 % Notes in a cash tender offer, with a make whole premium of $ 17.7 million and a write-off of unamortized debt issuance costs of $ 5.7 million recognized as Interest Expense on the Company's Consolidated Statements of Income.
+Added: During the year ended September 30, 2023, following the close of the HHI divestiture, the Company redeemed the remaining $ 450.0 million aggregate principal amount of 5.75 % Senior Notes due 2025 then outstanding in full, at the redemption price, calculated in accordance with the indenture governing the 5.75 %.Notes, plus accrued and unpaid interest, with a write down of unamortized debt issuance costs of $ 2.2 million, recognized as Interest Expense on the Company's Consolidated Statements of Income.
Spectrum 4.00 % Notes
16 unchanged sentences
Spectrum 5.00 % Notes
−Removed: On May 20, 2015, SBI issued $ 1,000 million aggregate principal amount of 5.75 % Notes at par value, due July 15, 2025 (the “ 5.75 % Notes”).
+Added: On September 24, 2019, SBI issued $ 300.0 million aggregate principal amount of 5.00 % Senior Notes due October 1, 2029.
The 5.00 % Notes are guaranteed by SB/RH as well as by SBI’s existing and future domestic subsidiaries.
−Removed: SBI may redeem all or a part of the 5.75 % Notes, at any time on or after July 15, 2020, at specified redemption prices.
−Removed: In addition, prior to July 15, 2020, SBI may redeem the notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium.
−Removed: SBI is also entitled to redeem up to 35 % of the aggregate principal amount of the notes before July 15, 2018 with an amount of cash equal to the net proceeds that SBI raises in equity offerings at specified redemption prices.
+Added: On or after October 1, 2024, SBI may redeem some or all of the Notes at certain fixed redemption prices.
+Added: In addition, prior to October 1, 2024, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium.
+Added: SBI may redeem up to 35 % of the Notes, including additional notes, with an amount of cash equal to the net proceeds of equity offerings at specified redemption prices.
Further, the indenture governing the 5.00 % Notes (the “2029 Indenture”) requires SBI to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of SBI, as defined in the 2029 Indenture.
−Removed: The 2025 Indenture contains customary covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
−Removed: In addition, the 2025 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
+Added: The 2029 Indenture contains covenants that limit, among other things, the incurrence of additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
+Added: In addition, the 2029 Indenture proves for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or on acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
Events of default under the 2029 Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the 5.00 % Notes.
2 unchanged sentences
The Company recorded $ 4.1 million of fees in connection with the offering of the 5.00 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 5.00 % Notes.
−Removed: Using the proceeds received from the Term Loan Facility and 3.875 % Notes, the Company redeemed $ 550.0 million aggregate principal amount of the 5.75 % Notes in a cash tender offer, with a make whole premium of $ 17.7 million and a write-off of unamortized debt issuance costs of $ 5.7 million recognized as Interest Expense on the Company's Consolidated Statements of Income for the year ended September 30, 2021.
+Added: Spectrum 5.50 % Notes
+Added: On June 30, 2020, SBI issued $ 300.0 million aggregate principal amount of 5.50 % Senior Notes due 2030 (the " 5.50 % Notes") and entered into the indenture governing the 5.50 % Notes (the “2030 Indenture”).
+Added: The 5.50 % Notes mature on July 15, 2030 and are unconditionally guaranteed, on a senior unsecured basis, by SB/RH and by SBI’s existing and future domestic subsidiaries that guarantee indebtedness under the Credit Agreement .
+Added: The proceeds from the 5.50 % Notes were used for repayment of the Revolver Facility obligation.
+Added: SBI may redeem all or part of the 5.50 % Notes at any time on or after July 15, 2025 at certain fixed redemption prices as set forth in the 2030 Indenture.
+Added: In addition, prior to July 15, 2025, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest.
+Added: Before July 15, 2023, the Company may redeem up to 35 % of the aggregate principal notes with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price as set forth in the 2030 Indenture.
+Added: Further, the 2030 Indenture requires SBI to make an offer to repurchase all outstanding 5.50 % Notes upon the occurrence of a change of control of SBI, as defined in the 2030 Indenture.
+Added: The 2030 Indenture contains covenants limiting, among other things, the incurrence of additional indebtedness, payments of dividends on or redemption or repurchase of equity interests, the making of certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
+Added: In addition, the 2030 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
+Added: The Company recorded $ 6.2 million of fees in connection with the offering of the 5.50 % Notes, which have been capitalized as debt issuance costs and amortized over the remaining life of the 5.50 % Notes.
+Added: 3.875 % Notes
+Added: On March 3, 2021, SBI issued $ 500.0 million aggregate principal amount of 3.875 % Senior Notes due 2031 (the " 3.875 % Notes") and entered into the indenture governing the 3.875 % Notes (the “2031 Indenture”).
+Added: The 3.875 % Notes mature on March 15, 2031 and are unconditionally guaranteed, on a senior unsecured basis, by SB/RH and by SBI’s existing and future domestic subsidiaries that guarantee indebtedness under the Amended Credit Agreement.
+Added: SBI may redeem all or part of the 3.875 % Notes at any time on or after March 15, 2026 at certain fixed redemption prices as set forth in the 2031 Indenture.
+Added: In addition, prior to March 15, 2026, SBI may redeem the Notes at a redemption price equal to 100 % of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest.
+Added: Before March 15, 2024, the Company may redeem up to 35 % of the aggregate principal notes with cash equal to the net proceeds that SBI raises in equity offerings at specified redemption price as set forth in the 2031 Indenture.
+Added: Further, the 2031 Indenture requires SBI to make an offer to repurchase all outstanding 3.875 % Notes upon the occurrence of a change of control of SBI, as defined in the 2031 Indenture.
+Added: The 2031 Indenture contains covenants limiting, among other things, the ability of the Company and its direct and indirect restricted subsidiaries to incur additional indebtedness, create liens, engage in sale-leaseback transactions, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, make investments or certain other restricted payments, sell assets, issue or sell stock of restricted subsidiaries, enter in transactions with affiliates, or effect a merger or consolidation.
+Added: In addition, the 2031 Indenture provides for customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to make payments when due or an acceleration of certain other indebtedness, and certain events of bankruptcy and insolvency.
+Added: The Company recorded $ 7.6 million of fees in connection with the offering of the 3.875 % Notes, which have been capitalized as debt issuance costs and are being amortized over the remaining life of the 3.875 % Notes.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 12 - DEBT (continued)
+Added: Debt Repurchase
+Added: During the year ended September 30, 2023, the Company initiated a process of repurchasing Senior Notes available for sale on the open market, at a discount, which are ultimately retired upon receipt.
+Added: The repurchase of the Company's debt obligations are treated as an extinguishment, with any realized discount recognized as a gain on debt repurchase on the Company's Consolidated Statements of Income, net any write-off of related deferred financing costs.
+Added: For the year ended September 30, 2023, the Company repurchased $ 61.4 million of outstanding Senior Notes, consisting of $ 2.8 million of the 5.00 % Senior Notes due October 1, 2029, $ 11.5 million of the 5.50 % Senior Notes due July 15, 2030, and $ 47.1 million of the 3.875 % Senior Notes, due March 15, 2031.
+Added: As a result of repurchasing outstanding debt notes during the year ended September 30, 2023, there was a gain of $ 7.9 million related to realized gain on the settlement of the obligations recorded, net write-off from associated deferred issuance costs.
NOTE 13 - LEASES
12 unchanged sentences
Total lease liabilities $ 208.9 $ 174.5
−Removed: As of September 30, 2022, the Company had no significant commitments related to leases executed that have not yet commenced.
+Added: As of September 30, 2023, the Company had an additional $ 19.4 million in commitments related to an operating lease executed that has not yet commenced.
+Added: The lease is expected to commence during fiscal 2024.
The Company records its operating lease and amortization of finance lease ROU assets within Cost of Goods Sold or Operating Expenses in the Consolidated Statement of Income depending on the nature and use of the underlying asset.
The Company records its finance interest cost within interest expense in the Consolidated Statement of Income.
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 13 - LEASES (continued)
+Added: During the year ended September 30, 2023, the Company recognized a $ 5.2 million impairment charge on a right of use operating lease asset for a GPC warehouse having a maturity date of December 2029, due to the exit of the GPC operations from the facility and the intention to sub-lease to a third-party, included as Selling Expense on the Consolidated Statements of Income for the year ended September 30, 2023.
+Added: The partial impairment was measured using projected discounted cash flow for the facility, including an assumed sub-lease tenant, yet to be identified, at rental rates that are comparable to current market conditions.
The components of lease costs recognized in the Consolidated Statement of Income for the year ended September 30, 2023, 2022, and 2021 are as follows:
8 unchanged sentences
Income from leases and sub-leases is recognized as Other Non-Operating Income on the Consolidated Statement of Income.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 13 - LEASES (continued)
The following is a summary of the Company’s cash paid for amounts included in the measurement of lease liabilities recognized in the Consolidated Statement of Cash Flow, including supplemental non-cash activity related to operating leases, for the year ended September 30, 2023, 2022, and 2021:
23 unchanged sentences
Total minimum lease payments $ 86.4 $ 122.5
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14 - DERIVATIVES
−Removed: Derivative financial instruments are used by the Company principally in the management of its foreign currency exchange rate, raw material price and interest rate exposures.
+Added: Derivative financial instruments are used by the Company principally in the management of its foreign currency exchange rate exposures.
The Company does not hold or issue derivative financial instruments for trading purposes.
1 unchanged sentence
The Company periodically enters into forward foreign exchange contracts to hedge a portion of the risk from forecasted foreign currency denominated third-party and intercompany sales or payments.
−Removed: These obligations generally require the Company to exchange foreign currencies for Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Pound Sterling or U.S.
+Added: These obligations generally require the Company to exchange foreign currencies for Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Mexican Peso, Pound Sterling or U.S.
These foreign exchange contracts are cash flow hedges of fluctuating foreign exchange related to sales of products or raw material purchases.
−Removed: Until the sale or purchase is recognized, the fair value of the related hedge is recorded in Accumulated Other Comprehensive Income (“AOCI”) and as a derivative hedge asset or liability, as applicable.
+Added: Until the sale or purchase is recognized, the fair value of the related hedge is recorded in AOCI and as a derivative hedge asset or liability, as applicable.
At the time the sale or purchase is recognized, the fair value of the related hedge is reclassified as an adjustment to Net Sales or purchase price variance in Cost of Goods Sold on the Consolidated Statements of Income.
−Removed: At September 30, 2022, the Company had a series of foreign exchange derivative contracts outstanding through March 2024.
−Removed: The derivative net gain estimated to be reclassified from AOCI into earnings over the next 12 months is $ 11.2 million, net of tax.
+Added: At September 30, 2023, the Company had a series of foreign exchange derivative contracts outstanding through June 2025.
+Added: The derivative net loss estimated to be reclassified from AOCI into earnings over the next 12 months is $ 5.0 million, net of tax.
At September 30, 2023 and 2022, the Company had foreign exchange derivative contracts designated as cash flow hedges with a notional value of $ 320.2 million and $ 289.5 million, respectively.
6 unchanged sentences
Total $ ( 34.5 ) $ 31.1 $ ( 1.9 ) $ ( 12.2 ) $ 20.2 $ ( 9.2 )
−Removed: During the year ended September 30, 2022, the Company settled certain cash flow hedges prior to their stated maturity that were in place to hedge forecasted U.S.
−Removed: Dollar denominated inventory purchases in exchange for Euros, but were subsequently discontinued due to changes in the Company's forecasted purchasing strategy of finished goods inventory within the EMEA region.
−Removed: As a result, there was a realized gain of $ 8.2 million during the year ended September 30, 2022 and recognized as a component of Cost of Goods Sold, included in the activity summarized above.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 14 - DERIVATIVES (continued)
Derivative Contracts Not Designated As Hedges for Accounting Purposes
The Company periodically enters into forward and swap foreign exchange contracts to economically hedge a portion of the risk from third-party and intercompany payments resulting from existing obligations.
−Removed: These obligations generally require the Company to exchange foreign currencies for, among others, Australian Dollars, Canadian Dollars, Euros, Japanese Yen, Mexican Pesos, Colombian Peso, Philippine Pesos, Hungarian Forint, Turkish Lira, Pounds Sterling, Taiwanese Dollars or U.S.
+Added: These obligations generally require the Company to exchange foreign currencies for, among others, Canadian Dollars, Euros, Japanese Yen, Mexican Peso, Colombian Peso, Hungarian Forint, Pound Sterling, or U.S.
These foreign exchange contracts are fair value hedges of a related liability or asset recorded in the accompanying Consolidated Statements of Financial Position.
The gain or loss on the derivative hedge contracts is recorded in earnings as an offset to the change in value of the related liability or asset at each period end.
−Removed: At September 30, 2022, the Company had a series of forward exchange contracts outstanding through July 2023.
+Added: At September 30, 2023, the Company had a series of forward exchange contracts outstanding through February 2024.
At September 30, 2023 and 2022, the Company had $ 671.5 million and $ 513.7 million, respectively, of notional value for such foreign exchange derivative contracts outstanding.
23 unchanged sentences
Total Derivative Liabilities
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 14 - DERIVATIVES (continued)
The Company is exposed to the risk of default by the counterparties with which it transacts and generally does not require collateral or other security to support financial instruments subject to credit risk.
4 unchanged sentences
However, the Company is typically required to post collateral in the normal course of business to offset its liability positions.
−Removed: As of September 30, 2022, and 2021, there was no cash collateral outstanding.
−Removed: In addition, as of September 30, 2022 and 2021, the Company had no posted standby letters of credit related to such liability positions.
+Added: As of September 30, 2023, and 2022, there was no cash collateral outstanding and had no posted standby letters of credit related to such liability positions.
Net Investment Hedge
7 unchanged sentences
Net gains or losses from the net investment hedge are reclassified from AOCI into earnings upon a liquidation event or deconsolidation of Euro denominated subsidiaries.
−Removed: During the year ended September 30, 2020, the Company recognized a pre-tax loss of $ 1.2 million in earnings related to the translation of the undesignated portion of debt obligation.
−Removed: No pre-tax gain (loss) related to the translation of the undesignated portion of debt obligation was recognized in earnings during the years ended September 30, 2022 and 2021.
SPECTRUM BRANDS HOLDINGS, INC.
14 unchanged sentences
Benefit obligation, beginning of year $ 53.5 $ 71.4 $ 101.1 $ 176.1
−Removed: Obligations assumed from acquisition
Service cost 0.6 0.5 0.8 1.2
Interest cost 2.8 1.9 4.6 2.1
−Removed: Actuarial (gain) loss ( 16.1 ) ( 2.6 ) ( 45.7 ) ( 3.4 )
−Removed: Plan Amendments — — — 0.1
+Added: Actuarial gain
+Added: ( 1.7 ) ( 16.1 ) ( 4.5 ) ( 45.7 )
Benefits paid ( 4.3 ) ( 4.2 ) ( 4.2 ) ( 4.4 )
3 unchanged sentences
Fair value of plan assets, beginning of year 50.3 69.6 93.1 147.4
−Removed: Assets assumed from acquisition
Actual return on plan assets 2.9 ( 15.2 ) ( 1.1 ) ( 30.1 )
13 unchanged sentences
Rate of compensation increase N/A N/A 2.75 %
−Removed: SPECTRUM BRANDS HOLDINGS, INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 15 - EMPLOYEE BENEFIT PLANS (continued)
The following table summarizes the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for defined benefit plans with projected benefit obligations in excess of plan assets:
4 unchanged sentences
Fair value of plan assets 49.0 50.3 43.5 39.2
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 15 - EMPLOYEE BENEFIT PLANS (continued)
The following table contains the components of net periodic benefit cost from defined benefit plans for the years ended September 30, 2023, 2022 and 2021:
4 unchanged sentences
Expected return on assets ( 3.1 ) ( 3.2 ) ( 3.7 ) ( 3.9 ) ( 4.0 ) ( 4.0 )
−Removed: Settlements and curtailments — — 0.9 — — —
Recognized net actuarial loss — 0.8 1.4 0.8 2.8 3.4
38 unchanged sentences
Total plan assets $ 33.6 $ 107.7 $ 10.4 $ 151.7 $ 34.6 $ 98.2 $ 10.6 $ 143.4
+Added: Level 3 assets consistent of a purchased group annuity using plan assets and escrow funds withheld as part of the acquisition of Armitage during the year ended September 30, 2021, to cover the projected benefit obligation assumed in the purchase.
+Added: The transaction represents an annuity buy-in, in accordance with United Kingdom ("UK") pension regulations, where the assets of the plan were invested in a bulk-purchase annuity policy with an insurance company, under which the Company retains both the fair value of the annuity contract and the pension benefit obligations related to this plan.
+Added: Following the buy-in, individual policies will replace the bulk annuity policy in a buy-out transaction, which is expected to be completed in a subsequent period, where the Company would de-recognize the assets and liabilities of the pension plan and realize a settlement gain or loss as a component of the net periodic pension cost.
+Added: As of September 30, 2023, the fair value of the annuity contract is based on the calculated pension benefit obligation covered.
SPECTRUM BRANDS HOLDINGS, INC.
2 unchanged sentences
NOTE 15 - EMPLOYEE BENEFIT PLANS (continued)
−Removed: Subsequent to the Armitage acquisition and in accordance with the purchase agreement, the Company purchased a group annuity contract using plan assets and escrow funds withheld as part of the acquisition to cover the projected benefit obligation assumed in the purchase.
−Removed: The transaction represents an annuity buy-in, in accordance with United Kingdom ("UK") pension regulations, where the assets of the plan were invested in a bulk-purchase annuity policy with an insurance company, under which the Company retains both the fair value of the annuity contract and the pension benefit obligations related to this plan.
−Removed: Following the buy-in, individual policies will replace the bulk annuity policy in a buy-out transaction, which is expected to be completed during the year ending September 30, 2023 where the Company would de-recognize the assets and liabilities of the pension plan and realize a settlement gain or loss as a component of the net periodic pension cost.
−Removed: As of September 30, 2022, the fair value of the annuity contract is based on the calculated pension benefit obligation covered (Level 3).
The following benefit payments are expected to be paid:
10 unchanged sentences
NOTE 16 - INCOME TAXES
−Removed: Income tax expense was calculated based upon the following components of income (loss) from operations before income taxes for the years ended September 30, 2022, 2021 and 2020:
+Added: Income tax expense (benefit) was calculated based upon the following components of income (loss) from continuing operations before income taxes for the years ended September 30, 2023, 2022 and 2021:
(in millions)
5 unchanged sentences
Loss from continuing operations before income taxes $ ( 290.2 ) $ ( 90.3 ) $ ( 11.1 ) $ ( 281.4 ) $ ( 87.9 ) $ ( 7.7 )
−Removed: The components of income tax expense for the years ended September 30, 2022, 2021 and 2020 are as follows:
+Added: The components of income tax expense (benefit) for the years ended September 30, 2023, 2022 and 2021 are as follows:
(in millions)
11 unchanged sentences
9.9 ( 16.9 ) ( 5.5 ) 9.9 ( 17.2 ) ( 5.5 )
−Removed: Total deferred tax (benefit) expense
+Added: Total deferred tax benefit
( 182.8 ) ( 44.6 ) ( 64.4 ) ( 181.4 ) ( 44.2 ) ( 63.0 )
−Removed: Income tax (benefit) expense
+Added: Income tax benefit
$ ( 56.5 ) $ ( 13.3 ) $ ( 26.4 ) $ ( 55.1 ) $ ( 12.9 ) $ ( 25.0 )
19 unchanged sentences
Change in valuation allowance 0.2 3.6 ( 27.1 ) 0.2 4.3 ( 27.1 )
−Removed: Unrecognized tax expense (benefit) 2.2 0.2 ( 8.5 ) 2.2 0.2 ( 8.5 )
+Added: Unrecognized tax expense 3.8 2.2 0.2 3.8 2.2 0.2
Share based compensation adjustments 0.3 ( 5.6 ) ( 0.7 ) 0.4 ( 5.3 ) 0.1
Research and development tax credits ( 1.8 ) ( 1.9 ) ( 2.4 ) ( 1.8 ) ( 1.9 ) ( 2.4 )
−Removed: Foreign rate differential on intercompany transfer of intangibles — — 4.6 — — 4.6
Partnership outside basis adjustment 7.0 1.2 5.5 7.0 1.2 5.5
Return to provision adjustments and other, net 3.6 1.6 1.2 3.1 0.8 1.1
−Removed: Income tax (benefit) expense $ ( 13.3 ) $ ( 26.4 ) $ 27.3 $ ( 12.9 ) $ ( 25.0 ) $ 14.5
+Added: Income tax benefit
+Added: $ ( 56.5 ) $ ( 13.3 ) $ ( 26.4 ) $ ( 55.1 ) $ ( 12.9 ) $ ( 25.0 )
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of September 30, 2023 and 2022 are as follows:
(in millions) 2023 2022 2023 2022
−Removed: 2022 2021 2022 2021
Deferred tax assets
7 unchanged sentences
Net operating loss and other carry forwards 331.6 577.4 227.9 255.6
−Removed: 577.4 563.5 255.6 245.5
Other 17.0 29.4 16.5 27.5
18 unchanged sentences
NOTE 16 - INCOME TAXES (continued)
−Removed: On April 4, 2022, the U.S.
−Removed: District Court for the District of Colorado ruled that the IRC Section 245A temporary regulations (“June 2019 Regulations”) adopted by the Treasury Department in June of 2019 were invalid.
−Removed: The ruling is expected to be appealed, and the Company has been advised that similar challenges are ongoing in other U.S.
+Added: During Fiscal 2022, the Company became aware of ongoing legal challenges to the validity of the IRC Section 245A temporary regulations (“June 2019 Regulations”) adopted by the Treasury Department in June of 2019.
During the year ended September 30, 2022, the Company filed a protective amended U.S.
1 unchanged sentence
The Company has determined that this position is not more likely than not to be upheld and therefore did not record a tax benefit for this amended return for the year ended September 30, 2022.
−Removed: Should the June 2019 Regulations ultimately be found invalid, the Company estimates it would recognize a tax benefit of approximately $ 67.3 million.
+Added: Should the June 2019 Regulations ultimately be found invalid, the Company estimates that, as of September 30, 2023, it would recognize a tax benefit of approximately $ 57.0 million.
On November 20, 2020, the U.S.
1 unchanged sentence
The November 2020 Regulations are effective for Fiscal 2022, but the Company can elect to apply them to Fiscal 2018 through Fiscal 2021.
−Removed: The Company expects that the sale of the HHI segment will allow use of tax benefits for years prior to Fiscal 2020 that would have been subject to federal and state tax limitations on the use of carryforwards absent the HHI sale.
The Company has satisfied the requirements necessary to apply the Regulations retroactively and had therefore estimated and recorded a benefit of $ 11.4 million for the impact on years prior to Fiscal 2021 in the year ended September 30, 2021, with a benefit of $ 5.8 million recorded in the fourth quarter ended September 30, 2021 due to the HHI sale.
−Removed: The Company also expects to apply the Regulations to Fiscal 2021 and has included the impact in Fiscal 2021 income tax expense.
+Added: The Company applied the Regulations to Fiscal 2021 and has included the impact in Fiscal 2021 income tax expense.
The Company completed and filed the amended return implementing these November 2020 Regulations during Fiscal 2022 and recorded an additional $ 3.2 million tax benefit in the year ended September 30, 2022 for years prior to Fiscal 2020.
1 unchanged sentence
The July 2020 Regulations are effective for Fiscal 2021, but the Company can elect to apply them to Fiscal 2019 and Fiscal 2020.
−Removed: The Company has applied the July 2020 Regulations to Fiscal 2020 and recorded a Fiscal 2020 benefit of $ 4.4 million.
−Removed: The Company expects that the sale of the HHI segment will allow use of tax benefits for years prior to Fiscal 2020 that would have been subject to federal and state tax limitations on the use of carryforwards absent the HHI sale.
+Added: The sale of the HHI segment allowed use of tax benefits for years prior to Fiscal 2020 that would have been subject to federal and state tax limitations on the use of carryforwards absent the HHI sale.
The Company implemented the July 2020 Regulations for Fiscal 2019 by filing an amended return.
1 unchanged sentence
The Tax Reform Act of December 22, 2017, included a tax on deemed repatriated accumulated earnings of foreign subsidiaries.
−Removed: The Company’s $ 25.1 million mandatory repatriation tax is payable over 8 years.
+Added: The Company’s mandatory repatriation tax is payable over 8 years.
The first payment was due January 2019.
−Removed: As of September 30, 2022, $ 16.9 million of the mandatory repatriation liability is still outstanding and $ 2.2 million is due and payable in the next 12 months but will be offset by previous payments and credits.
+Added: As of September 30, 2023, $ 15.0 million of the mandatory repatriation liability is still outstanding and $ 3.9 million is due and payable in the next 12 months.
To the extent necessary, the Company intends to utilize free cash flow from foreign subsidiaries in order to support management's plans to voluntarily accelerate pay down of U.S.
12 unchanged sentences
As of September 30, 2023, the Company has U.S.
−Removed: federal net operating and capital loss carryforwards (“NOLs”) of $ 1,382.3 million with a federal tax benefit of $ 290.3 million and tax benefits related to state NOLs of $ 77.8 million.
+Added: federal net operating carryforwards (“NOLs”) of $ 640.9 million with a federal tax benefit of $ 134.6 million and tax benefits related to state NOLs and capital loss carryforwards of $ 41.4 million.
These NOLs expire through years ending in 2042.
−Removed: As of September 30, 2022, the Company has $ 30.0 million of federal research and development credit carryforwards.
−Removed: $ 0.4 million of the credits expire Fiscal 2023 and the remainder begin expiring in the Company’s fiscal year ending September 30, 2031.
As of September 30, 2023, the Company has foreign NOLs of $ 346.8 million and tax benefits of $ 85.1 million, which will expire beginning in the Company's fiscal year ending September 30, 2025.
10 unchanged sentences
The Company has provided a full valuation allowance against these deferred tax assets.
−Removed: The expected gain from the sale of the HHI segment increases the likelihood that the Company can use certain deferred tax assets including federal net operating losses subject to certain limits, state net operating losses previously expected to expire unused, and state research and development credits also previously expected to expire unused;
+Added: The gain from the sale of the HHI segment allowed the Company to use certain deferred tax assets including federal net operating losses subject to certain limits, state net operating losses previously expected to expire unused, and state research and development credits also previously expected to expire unused;
therefore, the Company released $ 29.2 million of valuation allowance on these deferred tax assets in Fiscal 2021.
9 unchanged sentences
net deferred tax assets and $ 96.4 million is related to foreign net deferred tax assets.
−Removed: During the year ended September 30, 2022, the Company decreased its valuation allowance for deferred tax assets by $ 12.0 million of which $ 4.5 million is related to an increase in valuation allowance against U.S.
−Removed: net deferred tax assets and $ 16.5 million related to a decrease in the valuation allowance against foreign net deferred tax assets.
−Removed: During the year ended September 30, 2021, the Company increased its valuation allowance for deferred tax assets by $ 46.9 million, of which $ 30.6 million was related to a decrease in valuation allowance against U.S.
+Added: During the year ended September 30, 2023, the Company decreased its valuation allowance for deferred tax assets by $ 4.0 million of which $ 12.8 million is related to a decrease in valuation allowance against U.S.
net deferred tax assets and $ 8.8 million related to an increase in the valuation allowance against foreign net deferred tax assets.
+Added: During the year ended September 30, 2022, the Company decreased its valuation allowance for deferred tax assets by $ 12.0 million, of which $ 4.5 million was related to an increase in valuation allowance against U.S.
+Added: net deferred tax assets and $ 16.5 million related to a decrease in the valuation allowance against foreign net deferred tax assets.
As of September 30, 2023, the Company has recorded $ 40.5 million of valuation allowance against its U.S.
4 unchanged sentences
As of September 30, 2023, and 2022 the Company had $ 1.7 million and $ 1.4 million of accrued interest and penalties related to uncertain tax positions.
−Removed: The impact on income tax expense related to interests and penalties for the year ended September 30, 2022 was a net decrease of $ 0.1 million.
+Added: The impact on income tax expense related to interests and penalties for the year ended September 30, 2023 and 2022 was a net increase of $ 0.3 million and a net decrease of $ 0.1 million, respectively.
There was no impact on income tax expense related to interest and penalties for the years ended September 30, 2021.
5 unchanged sentences
Gross increase – tax positions in prior period
+Added: 21.5 84.4 4.1
Gross decrease – tax positions in prior period
1 unchanged sentence
Gross increase – tax positions in current period
−Removed: — ( 0.2 ) ( 1.6 )
Lapse of statutes of limitations
4 unchanged sentences
tax return filed consistent with the June 2019 Regulations being invalid.
+Added: For the year ended September 30, 2023, the Company recorded a decrease to the June 2019 Regulations position of $ 33.0 million, which is included in the $ 34.4 million decrease for unrecognized tax positions relating to prior periods during the year ended September 30, 2023, and represents the impact of Fiscal 2023 activity on the position.
+Added: The Company also recorded $ 27.3 million during the year ended September 30, 2023 for uncertain tax positions related to the state tax on the sale of HHI.
The September 30, 2023 Consolidated Statement of Financial Position for SB/RH Holdings, LLC contains $ 77.8 million of income taxes receivable from its parent company, calculated as if SB/RH Holdings, LLC were a separate taxpayer.
10 unchanged sentences
however, it is reasonably possible that during the next twelve months some portion of previously unrecognized tax benefits could be recognized.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 - SHAREHOLDER'S EQUITY
2 unchanged sentences
The authorization is effective for 36 months.
−Removed: As part of the share repurchase program, SBH purchased treasury shares in open market purchases at market fair value in private purchases from employees or significant shareholders at fair value and through an accelerated share repurchase (“ASR”) agreement with a third-party financial institution.
−Removed: The following summarizes the activity of common stock repurchases under the program for the years ended September 30, 2022, 2021 and 2020:
+Added: On June 17, 2023, the Company’s Board of Directors approved the termination of the Company’s existing share repurchase program and the authorization of a new share repurchase program for up to $ 1.0 billion of Common Stock (the “Maximum Amount”).
+Added: The new share repurchase program went into effect on June 17, 2023 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company’s Board of Directors.
+Added: As part of the share repurchase programs, SBH purchased treasury shares in open market purchases at market fair value in private purchases from employees or significant shareholders at fair value and through an accelerated share repurchase (“ASR”) agreement with a third-party financial institution.
+Added: The following summarizes the activity of common stock repurchases under the program for the years ended September 30, 2023, 2022 and 2021, excluding the recognition of a 1% excise tax on annual net share repurchases (effective during the year ended September 30, 2023), recognized as a component of Treasury Stock on the Company's Consolidated Statement of Financial Position:
2023 2022 2021
4 unchanged sentences
Total Purchases 5.7 75.36 $ 434.7 1.4 97.34 $ 134.0 1.6 81.43 $ 125.8
−Removed: During the fourth quarter ended September 30, 2021, SBH entered into a $ 150.0 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through September 16, 2022, until the cap is reached or until the plan is terminated.
−Removed: The Company completed share repurchases under its $ 150.0 million rule 10b5-1 repurchase plan during the year ended September 30, 2022.
−Removed: On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was enacted into law.
−Removed: The IRA imposes a 1% excise tax on stock repurchases made after December 31, 2022.
+Added: On June 20, 2023, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase an aggregate of $ 500 million of the Company’s common stock, par value $ 0.01 per share.
+Added: The Company funded the share repurchases under the ASR Agreement, which are being made pursuant to the Company’s new $ 1.0 billion share repurchase program, with cash on-hand following the closing of the sale of the Company’s HHI segment.
+Added: Pursuant to the agreement, the Company paid $ 500.0 million to the financial institution at inception of the agreement and took delivery of 5.3 million shares, which represented 80 % of the total shares the company expected to receive based on the market price at the time of the initial delivery.
+Added: The transaction was accounted for as an equity transaction.
+Added: The fair value of the initial shares received of $ 400.0 million were recorded as a treasury stock transaction, with the remainder of $ 100.0 million recorded as a reduction to additional paid-in capital.
+Added: Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.
+Added: Upon settlement of the ASR agreement, the financial institution may deliver additional shares, or the Company may deliver shares, with the final number of shares delivered determined with reference to the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount.
+Added: The Company received notification from the financial institution that they have completed the accelerated stock buyback effective November 16, 2023 which will result in a final settlement of 1.3 million shares to be transferred on November 21, 2023.
SPECTRUM BRANDS HOLDINGS, INC.
1 unchanged sentence
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 17 – SHAREHOLDER’S EQUITY (continued)
−Removed: On November 18, 2019, SBH entered into an ASR to repurchase $ 125.0 million of the Company’s common stock.
−Removed: At inception, pursuant to the agreement, the Company paid $ 125.0 million to the financial institution using cash on hand and took delivery of 1.7 million shares, which represented approximately 85 % of the total shares the Company expected to receive based on the market price at the time of the initial delivery.
−Removed: The transaction was accounted for as an equity transaction.
−Removed: The fair value of shares received initially of $ 106.3 million was recorded as a treasury stock transaction, with the remainder of $ 18.7 million recorded as a reduction to additional paid-in capital.
−Removed: Upon initial receipt of the shares, there was an immediate reduction in the weighted average common shares calculation for basic and diluted earnings per share.
−Removed: On February 24, 2020, the Company closed and settled the ASR resulting in an additional delivery of 0.3 million shares, with a fair value of $ 18.5 million.
−Removed: The total number of shares repurchased under the ASR program was 2.0 million at an average cost per share of $ 61.59 , based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR program, less the applicable contractual discount.
NOTE 18 - SHARE BASED COMPENSATION
8 unchanged sentences
2020 Omnibus Equity Plan 2.6 2.1
+Added: During the year ended September 30, 2023, the Company amended and restated its 2020 Omnibus Equity Plan to increase the maximum number of shares of common stock available for issuance.
+Added: The amendment to the 2020 Omnibus Equity Plan authorized the issuance of up to an additional 1.4 million shares of common stock of Spectrum Brands Holdings, Inc., effective August 8, 2023.
Compensation costs for share-based payment arrangements are recognized as General and Administrative Expenses on the Consolidated Statements of Income.
47 unchanged sentences
Outstanding and nonvested as of September 30, 2023 0.89 $ 66.29 $ 59.2 0.85 $ 66.87 $ 57.7
−Removed: As of September 30, 2022, the remaining unrecognized pre-tax compensation cost associated with outstanding RSUs is $ 39.6 million for both SBH and SB/RH that would expected to be recognized over a weighted average period of 1.5 years, contingent upon realization of performance goals for performance based grants.
+Added: As of September 30, 2023, the remaining unrecognized pre-tax compensation cost associated with outstanding RSUs is $ 38.6 million for both SBH and SB/RH that would expected to be recognized over a weighted average period of 1.4 years for SBH and SBRH, contingent upon realization of performance goals for performance based grants.
If performance goals are not met, compensation cost may be not recognized, and previously recognized compensation cost would be reversed.
11 unchanged sentences
Vested and exercisable at September 30, 2021 0.16 82.36 5.32
−Removed: Exercised ( 0.06 ) 52.83 3.55
Vested and exercisable at September 30, 2022 0.16 82.36 5.32
Vested and exercisable at September 30, 2023 $ 0.16 $ 82.36 $ 5.32
−Removed: No options were exercised during the year ended September 30, 2022.
−Removed: The intrinsic value of share options exercised during the years ended September 30, 2021 and 2020 was $ 2.5 million and $ 0.1 million, respectively.
−Removed: Cash received from the options exercises during the years ended September 30, 2021 and 2020 was $ 3.4 million and $ 0.3 million, respectively.
−Removed: As of September 30, 2022, the aggregate intrinsic value of outstanding and exercisable options was zero with the remaining contractual term of 2.3 years.
+Added: No options were exercised during the years ended September 30, 2023 and 2022.
+Added: The intrinsic value of share options exercised during the year ended September 30, 2021 was $ 2.5 million, with cash received from the options exercises of $ 3.4 million.
+Added: As of the year ended September 30, 2023, the aggregate intrinsic value of outstanding and exercisable options was $ 0.4 million, with the remaining contractual term of 1.3 years .
SPECTRUM BRANDS HOLDINGS, INC.
5 unchanged sentences
Balance at September 30, 2020 $ ( 226.6 ) $ 3.6 $ ( 61.7 ) $ ( 284.7 )
−Removed: Other comprehensive loss before reclassification ( 18.5 ) ( 6.2 ) ( 5.2 ) ( 29.9 )
−Removed: Net reclassification for (gain) loss to income from continuing operations — ( 4.6 ) 4.6 —
−Removed: Net reclassification for gain to income from discontinued operations — ( 0.4 ) ( 0.3 ) ( 0.7 )
−Removed: Other comprehensive loss before tax ( 18.5 ) ( 11.2 ) ( 0.9 ) ( 30.6 )
−Removed: Deferred tax effect 0.1 11.7 ( 0.3 ) 11.5
−Removed: Other comprehensive (loss) income, net of tax ( 18.4 ) 0.5 ( 1.2 ) ( 19.1 )
−Removed: Adoption of ASU 2018-02 — ( 1.8 ) 2.1 0.3
−Removed: Sale and deconsolidation of Coevorden operations (Note 3) 8.1 — — 8.1
−Removed: other comprehensive income from continuing operations attributable to non-controlling interest 0.1 — — 0.1
−Removed: other comprehensive income from discontinued operations attributable to non-controlling interest 0.3 — — 0.3
−Removed: Other comprehensive (loss) income attributable to controlling interest ( 10.7 ) ( 1.3 ) 0.9 ( 11.1 )
−Removed: Balance as of September 30, 2020 ( 226.6 ) 3.6 ( 61.7 ) ( 284.7 )
Other comprehensive income before reclassification
+Added: 32.2 0.1 11.7 44.0
Net reclassification for loss to income from continuing operations
+Added: — 9.2 4.8 14.0
Net reclassification for loss (gain) to income from discontinued operations
+Added: — 0.1 ( 0.1 ) —
Other comprehensive income before tax
+Added: 32.2 9.4 16.4 58.0
Deferred tax effect — ( 6.6 ) ( 1.6 ) ( 8.2 )
Other comprehensive income, net of tax
+Added: 32.2 2.8 14.8 49.8
other comprehensive income from discontinued operations attributable to non-controlling interest 0.4 — — 0.4
Other comprehensive income attributable to controlling interest
+Added: 31.8 2.8 14.8 49.4
Balance as of September 30, 2021 ( 194.8 ) 6.4 ( 46.9 ) ( 235.3 )
Other comprehensive (loss) income before reclassification
−Removed: Net reclassification for (gain) loss to income from continuing operations — ( 20.2 ) 3.6 ( 16.6 )
−Removed: Net reclassification for gain to income from discontinued operations — ( 2.4 ) ( 0.1 ) ( 2.5 )
−Removed: Other comprehensive (loss) income before tax ( 72.0 ) 8.1 21.8 ( 42.1 )
+Added: ( 72.0 ) 30.7 18.3 ( 23.0 )
+Added: Net reclassification for loss (gain) to income from continuing operations
+Added: — ( 20.2 ) 3.6 ( 16.6 )
+Added: Net reclassification for loss (gain) to income from discontinued operations — ( 2.4 ) ( 0.1 ) ( 2.5 )
+Added: Other comprehensive income before tax ( 72.0 ) 8.1 21.8 ( 42.1 )
Deferred tax effect ( 20.0 ) 2.3 ( 8.9 ) ( 26.6 )
Other comprehensive (loss) income, net of tax
+Added: ( 92.0 ) 10.4 12.9 ( 68.7 )
other comprehensive loss from continuing operations attributable to non-controlling interest
+Added: ( 0.4 ) — — ( 0.4 )
other comprehensive loss from discontinued operations attributable to non-controlling interest
+Added: ( 0.5 ) — — ( 0.5 )
Other comprehensive (loss) income attributable to controlling interest
+Added: ( 91.1 ) 10.4 12.9 ( 67.8 )
Balance as of September 30, 2022 ( 285.9 ) 16.8 ( 34.0 ) ( 303.1 )
+Added: Other comprehensive income (loss) before reclassification
+Added: 37.3 ( 35.3 ) ( 0.8 ) 1.2
+Added: Net reclassification for loss to income from continuing operations
+Added: — 12.2 0.8 13.0
+Added: Net reclassification for loss (gain) to income from discontinued operations
+Added: — 2.3 ( 0.1 ) 2.2
+Added: Other comprehensive income (loss) before tax
+Added: 37.3 ( 20.8 ) ( 0.1 ) 16.4
+Added: Deferred tax effect 7.0 5.4 ( 0.1 ) 12.3
+Added: Deferred tax valuation allowance — — — —
+Added: Other comprehensive income (loss), net of tax
+Added: 44.3 ( 15.4 ) ( 0.2 ) 28.7
+Added: Deconsolidation of discontinued operations
+Added: 26.6 — ( 0.5 ) 26.1
+Added: Net change to determine comprehensive income for the period
+Added: 70.9 ( 15.4 ) ( 0.7 ) 54.8
+Added: other comprehensive income from continuing operations attributable to non-controlling interest
+Added: Deconsolidation of discontinued operations
+Added: Other comprehensive income (loss) attributable to controlling interest
+Added: 69.8 ( 15.4 ) ( 0.7 ) 53.7
+Added: Balance as of September 30, 2023 $ ( 216.1 ) $ 1.4 $ ( 34.7 ) $ ( 249.4 )
The following table presents reclassifications of the gain (loss) on the Consolidated Statements of Income from AOCI for the periods indicated:
13 unchanged sentences
Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows.
−Removed: Shareholder Litigation.
−Removed: On July 12, 2019, an amended consolidated class action complaint filed earlier in 2018 was filed in the United States District Court for the Western District of Wisconsin (the “Court”) by the Public School Teachers’ Pension & Retirement Fund of Chicago and the Cambridge Retirement against Spectrum Brands’ Legacy, Inc.
−Removed: (“Spectrum Legacy”).
−Removed: The complaint alleges that the defendants violated the Securities Exchange Act of 1934.
−Removed: The amended complaint added HRG Group, Inc.
−Removed: (“HRG”), the predecessor to the Company, as a defendant and asserted additional claims against the Company on behalf of a purported class of HRG shareholders.
−Removed: The class period of the consolidated amended complaint is from January 26, 2017 to November 19, 2018, and the plaintiffs seek an unspecified amount of compensatory damages, interest, attorneys’ and expert fees and costs.
−Removed: During the year ended September 30, 2020, the Company reached a proposed settlement resulting in an insignificant loss, net of third-party insurance coverage and payment, pending final approval by the Court.
−Removed: In February 2021, the Court declined to approve the proposed settlement without prejudice because the Court determined that as a procedural matter the plaintiff’s counsel had not taken the appropriate actions to be appointed to represent the purported class of HRG shareholders.
−Removed: The court subsequently appointed separate counsel to represent the HRG shareholder class.
−Removed: In August 2021, the Company reached an agreement in principle to settle the claims of the Spectrum Legacy class, the cost of which has been defrayed by third-party insurance.
−Removed: In October 2021, the Company reached an agreement in principle to settle the claims of the HRG class, the cost of which also has been defrayed by third-party insurance.
−Removed: In March 2022, the court granted approval to both settlements.
Environmental.
3 unchanged sentences
As of September 30, 2023, there was an environmental remediation liability of $ 5.4 million with $ 1.5 million included in Other Current Liabilities and $ 3.9 million included in Other Long-Term Liabilities on the Consolidated Statements of Financial Position.
−Removed: As of September 30, 2021, there was an environmental remediation liability of $ 11.3 million included in Other Long-Term Liabilities on the Consolidated Statement of Financial Position.
+Added: As of September 30, 2022, there was an environmental remediation liability of $ 8.8 million with $ 4.7 million included in Other Current Liabilities and $ 4.1 million included in Other Long-Term Liabilities on the Consolidated Statement of Financial Position.
The Company’s environmental remediation liabilities are measured at the expected value of future cash outflows discounted to their present value using a discount rate of 5 %.
13 unchanged sentences
Estimated warranty costs incorporate replacement parts, products and delivery, and are recorded as a cost of goods sold at the time of product shipment based on historical and projected warranty claim rates, claims experience and any additional anticipated future costs on previously sold products.
−Removed: The Company recognized $ 0.4 million of warranty accruals as of September 30, 2022 and 2021, included in Other Current Liabilities on the Consolidated Statement of Financial Statement.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 20 - COMMITMENTS AND CONTINGENCIES
+Added: The Company recognized $ 0.3 million and $ 0.4 million of warranty accruals as of September 30, 2023 and 2022, included in Other Current Liabilities on the Consolidated Statement of Financial Statement.
Product Safety Recall.
−Removed: During the fourth quarter of the year ended September 30, 2022, the HPC segment initiated two voluntary product recalls in collaboration with the U.S.
+Added: During the fourth quarter of the year ended September 30, 2022, the HPC segment initiated voluntary product recalls in collaboration with the U.S.
Consumer Product Safety Commission (" CPSC"), suspending sales of the affected products and issuing a stop sale with its customers.
The Company has assessed the incremental costs attributable to the recall, including the anticipated returns from customers for existing retail inventory, write-off of inventory on hand, and other costs to facilitate the recall such as notification, shipping and handling, rework and destruction of affected products, as needed, and evaluated the probability of redemption.
−Removed: As a result, the Company recognized $ 7.5 million in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the costs for the recalls as of September 30, 2022.
−Removed: Additionally, the Company has indemnification provisions that are contractually provided by third-parties for the affected products and as a result the Company has also recognized $ 4.7 million in Other Receivables on the Consolidated Statement of Financial Position related to recovery from such indemnification provisions.
−Removed: For the year ended September 30, 2022, the Company realized incremental charges of $ 5.5 million, net of indemnifications, of which $ 0.5 million was recognized as a reduction in Net Sales for anticipated returns and $ 4.9 million and $ 0.1 million as Cost of Goods Sold and General and Administrative Expenses on the Consolidated Statements of Operations for associated costs.
−Removed: As of September 30, 2022, and 2021, the Company recognized legal reserves at our H&G division of approximately $ 2.0 million and $ 3.2 million, respectively, attributable to significant and unusual non-recurring claims with no previous history or precedent, included in Other Current Liabilities on the Consolidated Statement of Financial Position.
+Added: As a result, the Company recognized $ 6.0 million and $ 7.5 million in Other Current Liabilities on the Consolidated Statement of Financial Position associated with the costs for the recalls as of September 30, 2023 and 2022.
+Added: Additionally, as of September 30, 2023 and 2022, the Company has indemnification provisions that are contractually provided by third-parties for the affected products and, as a result, the Company has also recognized $ 7.1 million and $ 4.7 million in Other Receivables, respectively, on the Consolidated Statement of Financial Position related to recovery from such indemnification provisions.
+Added: SPECTRUM BRANDS HOLDINGS, INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 21 - SEGMENT INFORMATION
8 unchanged sentences
(in millions) 2023 2022 2021
−Removed: HPC $ 1,370.1 $ 1,260.1 $ 1,107.6
GPC $ 1,139.0 $ 1,175.3 $ 1,129.9
H&G 536.5 587.1 608.1
+Added: HPC 1,243.3 1,370.1 1,260.1
Net sales $ 2,918.8 $ 3,132.5 $ 2,998.1
2 unchanged sentences
Adjusted EBITDA further excludes:
−Removed: • Stock based compensation costs consist of costs associated with long-term compensation arrangements that generally consist of non-cash stock based compensation.
−Removed: During the years ended September 30, 2021 and 2020, compensation costs included incentive bridge awards previously issued due to changes in the Company's LTIP that allowed for cash based payment upon employee election but do not quality for share based compensation, which were fully vested in November 2020.
+Added: • Share based compensation costs consist of costs associated with long-term compensation arrangements that generally consist of non-cash stock based compensation.
See Note 18 - Share Based Compensation for further details;
7 unchanged sentences
• Non-cash purchase accounting adjustments recognized in earnings from continuing operations subsequent to an acquisition, including, but not limited to, the costs attributable to the step-up in inventory value and the incremental value in operating lease assets with below market rent, among others;
−Removed: • Non-cash gain from the remeasurement of the contingent consideration liability recognized during the year ended September 30, 2022, associated with the Tristar Business acquisition.
+Added: • Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations, including impairments from property, plant and equipment, operating and finance leases, and goodwill and other intangible assets;
+Added: See Note 10 - Property, Plant and Equipment, Note 11 -= Goodwill and Intangible Assets and Note 13 - Leases for further details;
+Added: • Non-cash gain from the remeasurement of the contingent consideration liability associated with the Tristar Business acquisition recognized during the years ended September 30, 2023 and 2022, associated with the Tristar Business acquisition.
See Note 4 - Acquisitions for further details;
−Removed: • Non-cash asset impairments or write-offs realized and recognized in earnings from continuing operations;
+Added: • Non-cash gain realized from the repurchase of debt obligations at a discount, net deferred financing costs, during the year ended September 30, 2023.
+Added: See Note 12 - Debt for further details;
+Added: • Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement on outstanding litigation matters at our H&G and HPC segments attributable to significant and unusual nonrecurring claims with no previous history or precedent recognized during the years ended September 30, 2023 2022 and 2021.
+Added: See Note 20 – Commitments and Contingencies for further details;
+Added: • Impact from the early settlement of foreign currency cash flow hedges in the prior year, resulting in subsequent assumed losses at the original stated maturities of foreign currency cash flow hedges in our EMEA region that were settled early due to changes in the Company's legal entity organizational structure and forecasted purchasing strategy of HPC finished goods inventory within the region, resulting in the recognition of excluded gains during the year ended September 30, 2022 intended to mitigate costs through the year ending September 30, 2023;
+Added: • Incremental costs recognized by the HPC segment during the year ended September 30, 2023 for the approved disposal of select product SKUs and models associated with the acquired brands from the Tristar Business acquisition after assessing, among other things, performance and quality standards and the business risks associated with the continued support and distribution of such products.
+Added: HPC management has suspended further sale of the selected products as part of a shift in its strategy for distribution and development of products within its brand portfolio and avoid deterioration and further reduction in the value of the acquired brands and supported products;
SPECTRUM BRANDS HOLDINGS INC.
2 unchanged sentences
NOTE 21 - SEGMENT INFORMATION (continued)
+Added: • Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated by the Company with costs realized during the years ended September 30, 2023 and 2022.
+Added: See Note 20 - Commitments and Contingencies for further details;
• Gains attributable to the Company’s investment in Energizer common stock.
During the year ended September 30, 2021, the Company sold its remaining shares in Energizer common stock;
−Removed: See Note 7 – Fair Value of Financial Instruments for further details;
−Removed: • Incremental reserves for non-recurring litigation or environmental remediation activity including the proposed settlement on outstanding litigation matters at our H&G division attributable to significant and unusual nonrecurring claims with no previous history or precedent recognized during the years ended September 30, 2022 and 2021.
−Removed: See Note 20 – Commitments and Contingencies for further detail;
−Removed: • Early settlement on certain foreign currency cash flow hedges in our EMEA region prior to their stated maturity due to changes in the Company's legal entity organizational structure and forecasted purchasing strategy of HPC finished goods inventory within the region, resulting in the recognition of realized gains during the third quarter ended July 3, 2022, plus the proforma effect of assumed losses following the early settlement date for subsequent settlement periods through the original stated maturities.
−Removed: See Note 14- Derivatives for further details;
−Removed: • Incremental costs recognized by the HPC segment attributable to the realization of product recalls initiated by the Company during the year ended September 30, 2022.
−Removed: See Note 20 - Commitments and Contingencies for further details;
−Removed: • Gain on extinguishment of the Salus CLO debt due to the discharge of the obligation during the year ended September 30, 2020;
−Removed: • Other adjustments primarily attributable to (1) costs associated with Salus as they are not considered a components of the continuing commercial products company (2) other key executive severance related costs;
+Added: • Other adjustments primarily attributable to (1) costs associated with Salus as they are not considered a components of the continuing commercial products company (2) key executive severance related costs;
(3) asset write-off for exit of certain GPC brands within China during year ended September 30, 2022, and (4) write-off of cost based investment previously held by the GPC segment during the year ended September 30, 2022.
−Removed: (5) expenses and cost recovery for flood damage at the Company's facilities in Middleton, Wisconsin recognized during the years ended September 30, 2020 (6) foreign currency gains and losses attributable to multicurrency loans for the year ended September 30, 2020, that were entered into with foreign subsidiaries in exchange for the receipt of divestiture proceeds by the parent company and the distribution of the respective foreign subsidiaries’ net assets as part of the GBL and GAC divestitures.
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 21 - SEGMENT INFORMATION (continued)
Segment Adjusted EBITDA in relation to the Company’s reportable segments for SBH for the years ended September 30, 2023, 2022, and 2021, is as follows:
−Removed: SBH (in millions) 2022 2021 2020
−Removed: HPC $ 69.6 $ 102.6 $ 92.2
+Added: SBH (in millions, unaudited) 2023 2022 2021
GPC $ 190.6 $ 168.6 $ 212.1
H&G 72.5 86.2 124.0
+Added: HPC 43.1 69.6 102.6
Total Segment Adjusted EBITDA 306.2 324.4 438.7
12 unchanged sentences
Fiscal 2023 restructuring 7.4 — —
+Added: Fiscal 2022 restructuring 0.4 9.8 —
Global ERP transformation 11.4 13.1 4.3
4 unchanged sentences
Other project costs 11.2 12.1 7.4
+Added: Impairment of equipment and operating lease assets 10.8 — —
+Added: Impairment of goodwill 111.1 — —
+Added: Impairment of intangible assets 120.7 — —
Unallocated shared costs 18.0 27.6 26.9
1 unchanged sentence
Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 28.5 ) —
−Removed: Loss on sale of Coevorden operations — — 26.8
−Removed: Write-off from impairment of intangible assets — — 24.2
−Removed: (Gain) loss on Energizer investment — ( 6.9 ) 16.8
Legal and environmental 3.0 1.5 6.0
−Removed: Salus CLO debt extinguishment — — ( 76.2 )
+Added: Gain from debt repurchase ( 7.9 ) — —
+Added: HPC product disposal 20.6 — —
Early settlement of foreign currency cash flow hedges 4.9 ( 5.1 ) —
HPC product recall 7.7 5.5 —
+Added: Gain on Energizer investment — — ( 6.9 )
Salus and other 5.6 4.8 0.1
6 unchanged sentences
SB/RH (in millions) 2023 2022 2021
−Removed: HPC $ 69.6 $ 102.6 $ 92.2
GPC $ 190.6 $ 168.6 $ 212.1
H&G 72.5 86.2 124.0
+Added: HPC 43.1 69.6 102.6
Total Segment Adjusted EBITDA 306.2 324.4 438.7
12 unchanged sentences
Fiscal 2023 restructuring 7.4 — —
+Added: Fiscal 2022 restructuring 0.4 9.8 —
Global ERP transformation 11.4 13.1 4.3
7 unchanged sentences
Gain from remeasurement of contingent consideration liability ( 1.5 ) ( 28.5 ) —
−Removed: Loss on sale of Coevorden operations — — 26.8
−Removed: Write-off from impairment of intangible assets — — 24.2
−Removed: (Gain) loss on Energizer investment — ( 6.9 ) 16.8
+Added: Impairment of equipment and operating lease assets 10.8 — —
+Added: Impairment of goodwill 111.1 — —
+Added: Impairment of intangible assets 120.7 — —
Legal and environmental 3.0 1.5 6.0
+Added: HPC product disposal 20.6 — —
+Added: Gain from debt repurchase ( 7.9 ) — —
Gain on early settlement of cash flow hedges 4.9 ( 5.1 ) —
HPC Product Recall 7.7 5.5 —
+Added: Gain on Energizer investment — — ( 6.9 )
Other 5.4 4.5 0.1
Loss from operations before income taxes $ ( 281.4 ) $ ( 87.9 ) $ ( 7.7 )
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
+Added: NOTE 21 - SEGMENT INFORMATION (continued)
Other financial information relating to the segments of SBH and SB/RH are as follows for the years ended September 30, 2023, 2022 and 2021 and as of September 30, 2023 and 2022:
Depreciation and amortization (in millions) 2023 2022 2021
−Removed: 2022 2021 2020
−Removed: HPC $ 28.7 $ 44.0 $ 35.2
GPC $ 37.4 $ 37.4 $ 39.2
H&G 18.8 18.6 19.2
+Added: HPC 20.4 28.7 44.0
Total segments 76.6 84.7 102.4
3 unchanged sentences
2023 2022 2021
−Removed: HPC $ 11.6 $ 9.3 $ 10.7
GPC $ 10.1 $ 17.7 $ 18.6
H&G 3.8 8.2 3.6
+Added: HPC 7.2 11.6 9.3
Total segment capital expenditures 21.1 37.5 31.5
1 unchanged sentence
Total capital expenditures $ 59.0 $ 64.0 $ 43.6
−Removed: SPECTRUM BRANDS HOLDINGS INC.
−Removed: SB/RH HOLDINGS, LLC
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 21 - SEGMENT INFORMATION (continued)
Segment total assets (in millions)
2023 2022 2023 2022
−Removed: HPC $ 1,231.0 $ 879.4 $ 1,231.0 $ 879.4
GPC $ 1,436.4 $ 1,461.8 $ 1,436.4 $ 1,461.8
H&G 803.7 846.5 803.7 846.5
+Added: HPC 945.0 1,231.0 945.0 1,231.0
Total segment assets 3,185.1 3,539.3 3,185.1 3,539.3
16 unchanged sentences
Total long-lived assets $ 385.9 $ 346.3
+Added: SPECTRUM BRANDS HOLDINGS INC.
+Added: SB/RH HOLDINGS, LLC
+Added: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 22 - EARNINGS PER SHARE - SBH
78 unchanged sentences
Exhibit 2.5 Asset and Stock Purchase Agreement, dated as of September 8, 2021, by and between Spectrum Brands, Inc.
−Removed: and ASSA ABLOY AB (inc orporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: and ASSA ABLOY AB (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
on September 8, 2021 (File No.
8 unchanged sentences
Exhibit 3.1 Amended and Restated Certificate of Incorporation of Spectrum Brands Holdings, Inc.
−Removed: HRG Group, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Bran ds Holdings, Inc.
+Added: HRG Group, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
(f.k.a HRG Group, Inc.) on July 13, 2018 (File No.
−Removed: Exhibit 3.2 C ertificate of Amendment to the Amended and Restated Certificate of Incorporate of the Registrant, filed with the Secre tary of State of the State of Delaware on August 3, 2021 (incorporated here in by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: Exhibit 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporate of the Registrant, filed with the Secretary of State of the State of Delaware on August 3, 2021 (incorporated here in by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
on August 3, 2021 (File No.
12 unchanged sentences
HRG Group, Inc.) on July 13, 2018 (File No.
−Removed: Exhibit 4.1 Indenture governing Spectrum Brands, Inc.’s 6.125% Senior Notes due 2024, dated as of December 4, 2014, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
−Removed: Spectrum Brands Holdings, Inc.) on December 8, 2014 (File No.
−Removed: Exhibit 4.2 Indenture governing Spectrum Brands, Inc.’s 5.750% Senior Notes due 2025, dated as of May 20, 2015, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
−Removed: Spectrum Brands Holdings, Inc.) on May 20, 2015 (File No.
−Removed: Exhibit 4.3 Indenture governing Spectrum Brands, Inc.’s 4.000% Senior Notes due 2026, dated as of September 20, 2016, among Spectrum Brands, Inc., the guarantors named therein, U.S.
+Added: Indenture governing Spectrum Brands, Inc.’s 4.000% Senior Notes due 2026, dated as of September 20, 2016, among Spectrum Brands, Inc., the guarantors named therein, U.S.
Bank National Association, as trustee, Elavon Financial Services DAC, UK Branch, as paying agent and Elavon Financial Services DAC, as registrar and transfer agent (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
Spectrum Brands Holdings, Inc.) on December 8, 2014 (File No.
−Removed: Exhibit 4.4 Indenture governing Spectrum Brands, Inc.’s 5.00% Senior Notes due 2029, dated as of September 24, 2019, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: Indenture governing Spectrum Brands, Inc.’s 5.00% Senior Notes due 2029, dated as of September 24, 2019, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
HRG Group, Inc.) on September 24, 2019 (File No.
−Removed: Exhibit 4.5 Indenture governing Spectrum Brands, Inc.’s 5.50% Senior Notes due 2030, dated as of June 30, 2020, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: Indenture governing Spectrum Brands, Inc.’s 5.50% Senior Notes due 2030, dated as of June 30, 2020, among Spectrum Brands, Inc., the guarantors named therein and US Bank National Association, as trustee (filed by incorporation by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
HRG Group, Inc.) on June 30, 2020 (File No.
−Removed: Exhibit 4.6 Indenture governing the 3.875% Senior Notes due 2031, dated as of March 3, 2021, among Spectrum Brands, Inc., the guarantors party thereto and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: Indenture governing the 3.875% Senior Notes due 2031, dated as of March 3, 2021, among Spectrum Brands, Inc., the guarantors party thereto and US Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc.
on March 3, 2021 (File No.
−Removed: Exhibit 4.7 Rights Agreement, dated as of February 24, 2018, between Spectrum Brands Holdings, Inc.
+Added: Rights Agreement, dated as of February 24, 2018, between Spectrum Brands Holdings, Inc.
HRG Group, Inc.) and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Certificate of Designation of Series B Preferred Stock of Spectrum Brands Holdings, Inc.
1 unchanged sentence
HRG Group, Inc.) on February 26, 2018 (File No.
−Removed: Exhibit 4.8 Description of Capital Stock of Spectrum Brands, Holdings, Inc.
+Added: Description of Capital Stock of Spectrum Brands, Holdings, Inc.
(incorporated herein by reference to Exhibit 4.8 to Amendment No.
8 unchanged sentences
Exhibit 10.5 Fourth Amendment to Amended and Restated Credit Agreement, dated as of November 17, 2022 (to the Amended and Restated Credit Agreement dated as of June 30, 2020), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, the guarantors party thereto and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands on November 18, 2022 (File No.
+Added: Exhibit 10.6 Fifth Amendment to Amended and Restated Credit Agreement, dated as of June 20, 2023 (to the Amen d ed and Restated Credit Agreement dated as of June 30, 2020), by and among the Company, SB/RH Holdings, Royal Bank of Canada, as the administrative agent, the guarantors party thereto and the lenders party thereto (incorporated herein by reference to Exhibit 10.
+Added: 1 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands on August 11, 2023 (File No.
Exhibit 10.7 Security Agreement, dated as of June 23, 2015, by and among Spectrum Brands, Inc., SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as collateral agent (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
Spectrum Brands Holdings, Inc.) on June 23, 2015 (File No.
−Removed: Exhibit 10.7 Loan Guaranty, dated as of June 23, 2015, by and among SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
+Added: Loan Guaranty, dated as of June 23, 2015, by and among SB/RH Holdings, LLC, the subsidiary guarantors party thereto from time to time and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
Spectrum Brands Holdings, Inc.) on June 23, 2015 (File No.
−Removed: Exhibit 10.8+ Amended & Restated Spectrum Brands Holdings, Inc.
+Added: M aster Confirmation -Uncoll ared Accelerated Share Repurcha se , between Spectrum B rands Holdings, Inc.
+Added: and Goldman Sachs & Co.
+Added: LLC, dated June 20, 2023 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands on June 20, 2023 (file No.
+Added: Exhibit 10.10
+Added: Second Amended and Restated Credit Agreement, dated as of October 19, 2023 among the Company, SB/RH Holdings, the lenders party thereto from time to time, and Royal Bank o f Canada, as administrative agent ((incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands on October 19, 2023 (File No.
+Added: Exhibit 10.11+
+Added: Amended & Restated Spectrum Brands Holdings, Inc.
2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.8 to the Registration Statement filed on Form S-8 with the SEC by Spectrum Brands Legacy, Inc.
1 unchanged sentence
333-215850)).
−Removed: Exhibit 10.9+ Form of Restricted Stock Unit Agreement under the Amended & Restated Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.12+
+Added: Form of Restricted Stock Unit Agreement under the Amended & Restated Spectrum Brands Holdings, Inc.
2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.9 to the Registration Statement filed on Form S-8 with the SEC by Spectrum Brands Legacy, Inc.
1 unchanged sentence
333-215850)).
−Removed: Exhibit 10.10+ Form of Performance Compensation Award Agreement under the Amended & Restated Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.13+
+Added: Form of Performance Compensation Award Agreement under the Amended & Restated Spectrum Brands Holdings, Inc.
2011 Omnibus Equity Award Plan (incorporated herein by reference to Exhibit 4.10 to the Registration Statement filed on Form S-8 filed with the SEC by Spectrum Brands Legacy, Inc.
1 unchanged sentence
333-215850)).
−Removed: Exhibit 10.11+ Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.14+
+Added: Spectrum Brands Holdings, Inc.
2020 Omnibus Equity Plan (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed with the SEC by Spectrum Brands Holdings, Inc.) on August 7, 2020 (File No.
333- 242343).
−Removed: Exhibit 10.12+ Amended and Restated Employment Agreement dated April 25, 2018, by and between Spectrum Brands, Inc., Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.15+
+Added: Amended and Restated Employment Agreement dated April 25, 2018, by and between Spectrum Brands, Inc., Spectrum Brands Holdings, Inc.
Maura (filed by incorporation by reference to Exhibit 10.1 to a Current Report on Form 8-K filed with the SEC by Spectrum Brands Legacy, Inc.
Spectrum Brands Holdings, Inc.) on May 1, 2018 (File No.
−Removed: Exhibit 10.13+ Employment Agreement, dated as of September 13, 2018, by and among Ehsan Zargar, Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.16+
+Added: Employment Agreement, dated as of September 13, 2018, by and among Ehsan Zargar, Spectrum Brands Holdings, Inc.
HRG Group, Inc.) and Spectrum Brands, Inc.
1 unchanged sentence
HRG Group, Inc.) on November 23, 2018 (File NO.
−Removed: Exhibit 10.14+ Form of Agreement with David Maura and Ehsan Zargar Regarding Certain Provisions of Such Executive’s Respective Prior Separation Agreements with HRG Group, Inc.
+Added: Exhibit 10.17+
+Added: Form of Agreement with David Maura and Ehsan Zargar Regarding Certain Provisions of Such Executive’s Respective Prior Separation Agreements with HRG Group, Inc.
(incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
HRG Group, Inc.) on February 7, 2019 (File No.
−Removed: Exhibit 10.15+ Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.18+
+Added: Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
and Jeremy W.
1 unchanged sentence
HRG Group, Inc.) on September 9, 2019 (File No.
−Removed: Exhibit 10.16+ Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.19+
+Added: Employment Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
and Randal D.
1 unchanged sentence
HRG Group, Inc.) on September 9, 2019 (File No.
−Removed: Exhibit 10.16+* Separation Agreement, dated as of August 30, 2022, by and between Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.20+
+Added: Separation Agreement, dated as of August 30, 2022, by and between Spectrum Brands Holdings, Inc.
and Randal D.
−Removed: Exhibit 10.17+ Letter Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
+Added: (incorporated herein by reference to Exhibit 10.16 to the Annual Report on Form 10-K with the SEC by Spectrum Brands Holdings, Inc.
+Added: (f.k.a HRG Group, Inc.) on November 22, 2022 (File No.
+Added: Exhibit 10.21+
+Added: Letter Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
and Rebeckah Long.
1 unchanged sentence
HRG Group,Inc.) on September 9, 2019 (File No.
−Removed: Exhibit 10.18+ Severance Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.22+
+Added: Severance Agreement, dated as of September 9, 2019, by and between Spectrum Brands Holdings, Inc.
and Rebeckah Long.
1 unchanged sentence
HRG Group, Inc.) on September 9, 2019 (File No.
−Removed: Exhibit 10.18+* Separation Agreement, dated as of August 30, 2022, by and between Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.23+
+Added: Separation Agreement, dated as of August 30, 2022, by and between Spectrum Brands Holdings, Inc.
and Rebeckah Long.
−Removed: Exhibit 10.20+ Form of Restricted Stock Unit Award Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: (incorporated here in by reference to Exhibit 10.18 to the Annual Report on Form 10-K with the SEC by Spectrum Brands Holdings, Inc.
+Added: HRG Group, Inc.) on November 22, 2022 (File No.
+Added: Exhibit 10.24+
+Added: Form of Restricted Stock Unit Award Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
on May 7, 2021 (File No.
−Removed: Exhibit 10.21+ Form of Performance Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.25+
+Added: Form of Performance Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
on May 7, 2021 (File No.
−Removed: Exhibit 10.22+ Form of Service Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
+Added: Exhibit 10.26+
+Added: Form of Service Based Restricted Stock Unit Agreement effective as of December 22, 2020 (incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the SEC by Spectrum Brands Holdings, Inc.
on May 7, 2021 (File No.
29 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.