Energizer Holdings, Inc 10-Q for FY2022 Q1
Energizer Holdings, Inc. (ENR)
10-Q
2022-02-07
For: 2021-12-31
View Original
Added on
April 10, 2026
About this 10-Q
Energizer Holdings, Inc filed this 10-Q on February 7, 2022, covering the quarter ended December 31, 2021 (FY2022 Q1).
Headline figures
Quarter ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $846.3M
- down 0.3% from $848.6M a year earlier
- Net income
- $60M
- down 10.6% from net income of $67.1M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended December 31, 2021
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-36837
____________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I. R. S. Employer | ||||||||||
| incorporation or organization) | Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
| (Registrant’s telephone number, including area code) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
1
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares of Energizer Holdings, Inc. common stock, $.01 par value, outstanding as of the close of business on February 3, 2022: 71,250,127 .
2
| INDEX | |||||
| Page | |||||
| PART I — FINANCIAL INFORMATION | |||||
| Item 1. Financial Statements (Unaudited) | |||||
| Consolidated Statements of Earnings and Comprehensive Income (Condensed) for the Quarters Ended December 31, 2021 and 2020 | |||||
| Consolidated Balance Sheets (Condensed) as of December 31, 2021 and September 30, 2021 | |||||
| Consolidated Statements of Cash Flows (Condensed) for the Three Months Ended December 31, 2021 and 2020 | |||||
| Consolidated Statements of Shareholders' Equity (Condensed) for the Three Months Ended December 31, 2021 and 2020 | |||||
| Notes to Consolidated (Condensed) Financial Statements | |||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| PART II — OTHER INFORMATION | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 6. Exhibits | |||||
| EXHIBIT INDEX | |||||
| SIGNATURES | |||||
3
ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(Condensed)
(In millions, except per share data - Unaudited)
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Net sales | $ | $ | |||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Advertising and sales promotion expense | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Other items, net | |||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||
| Mandatory preferred stock dividends | ( | ( | |||||||||||||||||||||
| Net earnings attributable to common shareholders | $ | $ | |||||||||||||||||||||
| Basic net earnings per common share | $ | $ | |||||||||||||||||||||
| Diluted net earnings per common share | $ | $ | |||||||||||||||||||||
| Weighted average shares of common stock - Basic | |||||||||||||||||||||||
| Weighted average shares of common stock - Diluted | |||||||||||||||||||||||
| Statements of Comprehensive Income: | |||||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Other comprehensive income/(loss), net of tax (benefit)/expense | |||||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||
Pension activity, net of tax of $( | ( | ||||||||||||||||||||||
Deferred gain/(loss) on hedging activity, net of tax of $ | ( | ||||||||||||||||||||||
| Total comprehensive income | $ | $ | |||||||||||||||||||||
The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).
4
ENERGIZER HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Condensed)
(In millions - Unaudited)
| Assets | December 31, 2021 | September 30, 2021 | |||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, less allowance for doubtful accounts of $ | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Deferred tax asset | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Current portion of capital leases | |||||||||||
| Notes payable | |||||||||||
| Accounts payable | |||||||||||
| Current operating lease liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Operating lease liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders' equity | |||||||||||
| Common stock | |||||||||||
| Mandatory convertible preferred stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | ( | ||||||||||
| Treasury stock | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).
5
ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Condensed)
(In millions - Unaudited)
| For the Three Months Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Cash Flow from Operating Activities | |||||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Non-cash integration and restructuring charges | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Deferred income taxes | |||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Non-cash items included in income, net | |||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Changes in current assets and liabilities used in operations | ( | ( | |||||||||||||||||||||
| Net cash (used by)/from operating activities | ( | ||||||||||||||||||||||
| Cash Flow from Investing Activities | |||||||||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||||||||
| Acquisitions, net of cash acquired and working capital settlements | ( | ||||||||||||||||||||||
| Net cash used by investing activities | ( | ( | |||||||||||||||||||||
| Cash Flow from Financing Activities | |||||||||||||||||||||||
| Cash proceeds from issuance of debt with original maturities greater than 90 days | |||||||||||||||||||||||
| Payments on debt with maturities greater than 90 days | ( | ( | |||||||||||||||||||||
| Net increase in debt with original maturities of 90 days or less | |||||||||||||||||||||||
| Premiums paid on extinguishment of debt | ( | ||||||||||||||||||||||
| Debt issuance costs | ( | ( | |||||||||||||||||||||
| Dividends paid on common stock | ( | ( | |||||||||||||||||||||
| Dividends paid on mandatory convertible preferred stock | ( | ( | |||||||||||||||||||||
| Common stock purchased | ( | ||||||||||||||||||||||
| Taxes paid for withheld share-based payments | ( | ( | |||||||||||||||||||||
| Net cash from/(used by) financing activities | ( | ||||||||||||||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||||||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | ( | ( | |||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||||||||||||||
The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statements (Unaudited).
6
ENERGIZER HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Condensed)
(Amounts in millions, Shares in thousands - Unaudited)
| Number of Shares | Amount | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||
| September 30, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Share-based payments | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Common stock purchased | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||
| Activity under stock plans | — | — | — | ( | — | ( | ||||||||||||||||||||||||||
Dividends to common shareholders ($0.30 per share) | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
Dividends to preferred shareholders ($1.875 per share) | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| December 31, 2021 | $ | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Number of Shares | Amount | |||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||
| September 30, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Share-based payments | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Common stock purchased | — | ( | — | — | — | — | — | ( | ( | |||||||||||||||||||||||
| Activity under stock plans | — | — | — | ( | ( | — | ( | |||||||||||||||||||||||||
| Deferred compensation plan | — | — | — | ( | — | — | ||||||||||||||||||||||||||
Dividends to common shareholders ($0.30 per share) | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
Dividends to preferred shareholders ($1.875 per share) | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| December 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
The above financial statements should be read in conjunction with the Notes to Consolidated (Condensed) Financial Statement (Unaudited).
7
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
(1) Description of Business and Basis of Presentation
Description of Business - Energizer Holdings, Inc. and its subsidiaries (Energizer or the Company) is a global manufacturer, marketer and distributor of primary batteries, portable lights, and auto care appearance, performance, refrigerants and fragrance products.
Batteries and lights are sold under the Energizer®, Eveready®, Rayovac® and Varta® brand names following the 2019 acquisition of Spectrum Holdings, Inc.'s (Spectrum) global battery, lighting, and portable power business (Battery Acquisition). Energizer offers batteries using lithium, alkaline, carbon zinc, nickel metal hydride, zinc air and silver oxide constructions.
Automotive appearance, performance, refrigerants and fragrance products are sold under the Refresh Your Car!®, California Scents®, Driven®, Bahama & Co.®, LEXOL®, Eagle One®, Armor All®, STP®, and A/C PRO® brands following the 2019 acquisition of Spectrum's global auto care business (Auto Care Acquisition).
Basis of Presentation - The accompanying Consolidated (Condensed) Financial Statements include the accounts of Energizer and its subsidiaries. All significant intercompany transactions are eliminated. Energizer has no material equity method investments, variable interests or non-controlling interests.
The accompanying Consolidated (Condensed) Financial Statements have been prepared in accordance with Article 10 of Regulation S-X and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The year-end Consolidated (Condensed) Balance Sheet was derived from the audited financial statements included in Energizer's Report on Form 10-K, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of our operations, financial position and cash flows
(2) Revenue Recognition
The Company, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and is a leading designer and marketer of automotive fragrance, appearance, performance and air conditioning recharge products. The Company distributes its products to consumers through numerous retail locations worldwide, including mass merchandisers and warehouse clubs, food, drug and convenience stores, electronics specialty stores and department stores, hardware and automotive centers, e-commerce and military stores. The Company sells to its customers through a combination of a direct sales force and exclusive and non-exclusive third-party distributors and wholesalers.
The Company’s revenue is primarily generated from the sale of finished product to customers. Sales predominantly contain a single delivery element, or performance obligation, and revenue is recognized at a single point in time when title, ownership and risk of loss pass to the customer. This typically occurs when finished goods are delivered to the customer or when finished goods are picked up by a customer or customer’s carrier, depending on contract terms.
North America sales are generally through large retailers with nationally or regionally recognized brands.
8
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Our International sales, which includes Latin America, are comprised of modern trade, developing and distributor market groups. Modern trade, which is most prevalent in Western Europe and more developed economies throughout the world, generally refers to sales through large retailers with nationally or regionally recognized brands. Developing markets generally include sales by wholesalers or small retailers who may not have a national or regional presence. Distributors are utilized in other markets where the Company does not have a direct sales force. Each market's determination is based on the predominant customer type or sales strategy utilized in the market.
As discussed in Note 6, Segments, following the completion of the Battery and Auto Care Acquisition integrations in fiscal 2022, the Company has changed its reportable segments to better reflect what the chief operating decision maker is reviewing to make organizational decisions and resource allocations. Therefore, the Company has recast the product and market information for the quarter ended December 31, 2020 by recasting the Battery and Auto Care licensing and other sales within each product category, and Latin America within the respective Modern, Developing and Distributors markets as appropriate.
Supplemental product and market information is presented below for revenues from external customers for the quarters ended December 31, 2021 and 2020:
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| Net Sales by products | 2021 | 2020 | |||||||||||||||||||||
| Batteries | $ | $ | |||||||||||||||||||||
| Auto Care | |||||||||||||||||||||||
| Lights | |||||||||||||||||||||||
| Total Net Sales | $ | $ | |||||||||||||||||||||
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Net Sales by markets | |||||||||||||||||||||||
| North America | $ | $ | |||||||||||||||||||||
| Modern Markets | |||||||||||||||||||||||
| Developing Markets | |||||||||||||||||||||||
| Distributors Markets | |||||||||||||||||||||||
| Total Net Sales | $ | $ | |||||||||||||||||||||
(3) Acquisitions
Formulations Acquisition - During the first quarter of fiscal 2021, the Company entered into an agreement with Green Global Holdings, LLC to acquire a North Carolina-based company that specializes in developing formulations for cleaning tasks (Formulations Acquisition). On December 1, 2020, the Formulations Acquisition was completed for a cash purchase price of $51.2 . During the first quarter of fiscal 2022, the working capital settlement was finalized, reducing the purchase price by $1.0 , of which $0.4 was paid to the Company in December. The remaining amount will be settled in the second quarter of fiscal 2022. The product formulations acquired are both sold to customers directly and licensed to manufacturers. This acquisition is expected to bring significant innovation capabilities in formulations to the Company.
The acquisition is being accounted for as a business combination using the acquisition method of accounting which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The fair value of proprietary technology acquired and customer relationships were determined by applying the multi-period excess earnings method under the income approach.
9
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
The following table outlines the purchase price allocation:
| Trade receivables | $ | ||||
| Inventories | |||||
| Goodwill | |||||
| Other intangible assets, net | |||||
| Operating lease assets | |||||
| Accounts payable | ( | ||||
| Current operating lease liabilities | ( | ||||
| Other current liabilities | ( | ||||
| Operating lease liabilities | ( | ||||
| Net assets acquired | $ | ||||
The table below identifies the purchased intangible assets of $20.5 :
| Total | Weighted Average Useful Lives | |||||||||||||
| Proprietary technology | $ | |||||||||||||
| Customer relationships | ||||||||||||||
| Total Other intangible assets, net | $ | |||||||||||||
The Company finalized their purchase price accounting in the first quarter of fiscal 2022. The goodwill acquired in this acquisition is attributable to the value the Company expects to achieve from the significant innovation capabilities in formulations that the acquired company will bring to our organization, as well as the workforce acquired. The goodwill was allocated to the Americas segment prior to the Company's reorganization of our reportable segments on October 1, 2021. Refer to Note 7, Goodwill and intangible assets, for additional details. The goodwill is deductible for tax purposes.
In conjunction with the acquisition, the Company entered into incentive compensation agreements with certain key personnel. These agreements allow for potential earn out payments of up to $35.0 based on the achievement of a combination of financial and product development and commercialization performance targets and continued employment with the Company. These agreements are not considered a component of the acquisition purchase price but rather as employee compensation arrangements. The Company has recognized $4.5 for the earn out achieved at December 31, 2021. During the first quarter of fiscal 2022, $1.1 of this earn-out was recorded on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income in Selling, general and administrative expense and in Other current liabilities on the Consolidated (Condensed) Balance Sheet. This portion of the potential earn out agreement will be paid in the second quarter of fiscal 2022.
FDK Indonesia Acquisition - During the fourth quarter of fiscal 2020, the Company entered into an agreement with FDK Corporation to acquire its subsidiary PT FDK Indonesia, a battery manufacturing facility (FDK Indonesia Acquisition). On October 1, 2020, the Company completed the acquisition for a contractual purchase price of $18.2 . After contractual and working capital adjustments, the Company initially paid cash of $16.9 and had a working capital adjustment of $0.7 in fiscal 2021. The acquisition of the FDK Indonesia facility increased the Company's alkaline battery production capacity and allows for the avoidance of future planned capital expenditures. The Company finalized their purchase price accounting in the fourth fiscal quarter of 2021.
Pro Forma Financial Information- Pro forma results for the Formulations Acquisition and FDK Indonesia Acquisition were not considered material and, as such, are not included.
Acquisition and Integration Costs- Acquisition and integration costs incurred during fiscal year 2022 and 2021 relate to the FDK Indonesia Acquisition, Formulations Acquisition, and the Battery and Auto Care Acquisitions which occurred in fiscal year 2019. The Company incurred pre-tax acquisition and integration costs of $16.5 in the three months ended December 31, 2021 and $18.3 in the three months ended December 31, 2020.
10
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Pre-tax costs recorded in Costs of products sold were $6.0 and $7.7 for the three months ended December 31, 2021 and 2020, respectively, primarily related to the facility exit and restructuring related costs, discussed in Note 4, Restructuring.
Pre-tax acquisition and integration costs recorded in Selling, general and administrative expense (SG&A) were $9.4 and $10.4 for the three months ended December 31, 2021 and 2020, respectively. The SG&A expenses incurred during the three months ended December 31, 2021 primarily related to the integration of the acquired information technology systems, consulting costs, and retention-related compensation costs. The SG&A expenses incurred during the three months ended December 30, 2020 primarily related to the integration of the Battery and Auto Care acquisitions, including costs of integrating the auto care information technology systems of the businesses, and legal fees incurred for the fiscal year 2021 acquisitions.
For the three months ended December 31, 2021 and 2020, the Company recorded $1.1 and $0.1 , respectively, of pre-tax acquisition and integration related costs in research and development. The fiscal 2022 costs primarily related to severance and R&D asset write-offs.
(4) Restructuring
In the fourth fiscal quarter of 2019, the Company began implementing restructuring related integration plans for our manufacturing and distribution networks. These plans include the closure and combination of distribution and manufacturing facilities in order to reduce complexity and realize greater efficiencies in our manufacturing, packaging and distribution processes. All activities within these plans have been substantially completed by December 31, 2021, and the Company does not expect to incur additional material charges associated with these plans.
In the fourth fiscal quarter of 2020, the Company initiated a new restructuring program with a primary focus on reorganizing its global end-to-end supply chain network and ensuring accountability by category. This program included streamlining the Company’s end-to-end supply chain model to enable rapid response to category specific demands and enhancing our ability to better serve our customers. Planning and execution of this program began in fiscal year 2021 and this program was substantially complete by December 31, 2021. The Company does not expect to incur additional material charges associated with this program.
11
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
The pre-tax expense for charges related to the restructuring plans for the quarters ended December 31, 2021 and 2020 are noted in the table below and were reflected in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| 2019 Restructuring Program | |||||||||||||||||||||||
| Costs of products sold | |||||||||||||||||||||||
| Severance and related benefit costs | $ | ( | $ | ||||||||||||||||||||
| Accelerated depreciation & asset write-offs | |||||||||||||||||||||||
Other exit costs(1) | |||||||||||||||||||||||
| 2019 Restructuring Total | $ | $ | |||||||||||||||||||||
| 2020 Restructuring Program | |||||||||||||||||||||||
| Costs of products sold | |||||||||||||||||||||||
| Severance and related benefit costs | $ | $ | |||||||||||||||||||||
Other restructuring related costs(2) | |||||||||||||||||||||||
| Selling, general and administrate expense | |||||||||||||||||||||||
| Severance and related benefit costs | |||||||||||||||||||||||
Other restructuring related costs(2) | |||||||||||||||||||||||
| 2020 Restructuring Total | $ | $ | |||||||||||||||||||||
| Total restructuring related expense | $ | $ | |||||||||||||||||||||
(1) Includes charges primarily related to consulting, relocation, environmental investigatory and mitigation costs, and other facility exit costs.
Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for the quarter ended December 31, 2021 would be incurred within the Battery & Lights segment in the amounts of $5.1 and the Auto Care segment in the amount of $0.2 . All $10.6 of the restructuring costs in the quarter ended December 31, 2020 would have been incurred within the Battery & Lights segment.
12
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
The following table summarizes the activity related to the 2019 restructuring program for the quarters ended December 31, 2020 and 2021:
| Utilized | ||||||||||||||||||||||||||||||||
| September 30, 2020 | Charge to Income | Cash | Non-Cash | December 31, 2020 1 | ||||||||||||||||||||||||||||
| Severance & termination related costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Accelerated depreciation & asset write-offs | ||||||||||||||||||||||||||||||||
| Other exit costs | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| September 30, 2021 | Charge to Income | Cash | Non-Cash | December 31, 2021 1 | ||||||||||||||||||||||||||||
| Severance & termination related costs | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
| Accelerated depreciation & asset write-offs | ||||||||||||||||||||||||||||||||
| Other exit costs | ||||||||||||||||||||||||||||||||
| Net gain on sale of fixed assets | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) At December 31, 2020 and 2021, the restructuring reserve is recorded on the Consolidated (Condensed) Balance Sheet in Other current liabilities.
The following table summarizes the activity related to the 2020 restructuring program for the quarters ended December 31, 2020 and 2021:
| Utilized | ||||||||||||||||||||||||||||||||
| September 30, 2020 | Charge to Income | Cash | Non-Cash | December 31, 2020 1 | ||||||||||||||||||||||||||||
| Severance & termination related costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other restructuring related costs | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| September 30, 2021 | Charge to Income | Cash | Non-Cash | December 31, 2021 1 | ||||||||||||||||||||||||||||
| Severance & termination related costs | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other restructuring related costs | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) At December 31, 2020 and 2021, the restructuring reserve is recorded on the Consolidated (Condensed) Balance Sheet in Other current liabilities.
13
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
(5) Earnings per share
Basic earnings per share is based on the average number of common shares outstanding during the period. Diluted earnings per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of restricted stock equivalent (RSE) awards, performance share awards and deferred compensation equity plans. Common shares issuable upon conversion of the Mandatory convertible preferred stock (MCPS) are included in the calculation of diluted earnings per share using the if-converted method and are only included if the conversion would be further dilutive to the calculation.
The following table sets forth the computation of basic and diluted earnings per share for the quarters ended December 31, 2021 and 2020:
| (in millions, except per share data) | For the Quarters Ended December 31, | ||||||||||||||||||||||
| Basic net earnings per share | 2021 | 2020 | |||||||||||||||||||||
| Net earnings | $ | $ | |||||||||||||||||||||
| Mandatory preferred stock dividends | ( | ( | |||||||||||||||||||||
| Net earnings attributable to common shareholders | $ | $ | |||||||||||||||||||||
| Weighted average common shares outstanding - Basic | |||||||||||||||||||||||
| Basic net earnings per common share | $ | $ | |||||||||||||||||||||
| Diluted net earnings per share | |||||||||||||||||||||||
| Weighted average common shares outstanding - Basic | |||||||||||||||||||||||
| Dilutive effect of RSE | |||||||||||||||||||||||
| Dilutive effect of performance shares | |||||||||||||||||||||||
| Dilutive effect of stock based deferred compensation plan | |||||||||||||||||||||||
| Dilutive effect of MCPS | |||||||||||||||||||||||
| Weighted average common shares outstanding - Diluted | |||||||||||||||||||||||
| Diluted net earnings per common share | $ | $ | |||||||||||||||||||||
For the quarters ended December 31, 2021 and 2020, 0.1 million and 0.5 million RSEs, respectively, were anti-dilutive and not included in the diluted net earnings per share calculation.
Performance based RSE shares of 1.8 million and 1.5 million were excluded for the quarters ended December 31, 2021 and 2020, respectively, as the performance targets for those awards have not been achieved as of the end of the applicable period.
14
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
(6) Segments
As of October 1, 2021, the Company has changed its reportable operating segments from two geographical segments, previously Americas and International, to two product groupings, Battery & Lights and Auto Care. This change came with the completion of the Battery and Auto Care Acquisition integrations in fiscal 2022. The Company changed its reporting structure to better reflect what the chief operating decision maker is reviewing to make organizational decisions and resource allocations. The Company has recast the information for the quarter ended December 31, 2020 to align with this presentation
Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, including restructuring charges, acquisition earn out and other items determined to be corporate in nature. Financial items, such as interest income and expense and loss on extinguishment of debt are managed on a global basis at the corporate level. The exclusion of acquisition and integration costs from segment results reflects management’s view on how it evaluates segment performance.
Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis.
Segment sales and profitability for the quarters ended December 31, 2021 and 2020 are presented below:
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Batteries & Lights | $ | $ | |||||||||||||||||||||
| Auto Care | |||||||||||||||||||||||
| Total net sales | $ | $ | |||||||||||||||||||||
| Segment Profit | |||||||||||||||||||||||
| Batteries & Lights | $ | $ | |||||||||||||||||||||
| Auto Care | ( | ||||||||||||||||||||||
| Total segment profit | |||||||||||||||||||||||
| General corporate and other expenses (1) | ( | ( | |||||||||||||||||||||
| Amortization of intangible assets | ( | ( | |||||||||||||||||||||
| Acquisition and integration costs (2) | ( | ( | |||||||||||||||||||||
| Acquisition earn out (3) | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||||||||
| Other items, net - Adjusted (4) | ( | ( | |||||||||||||||||||||
| Total earnings before income taxes | $ | $ | |||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Batteries & Lights | $ | $ | |||||||||||||||||||||
| Auto Care | |||||||||||||||||||||||
| Total segment depreciation and amortization | $ | $ | |||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | |||||||||||||||||||||
(1) Included in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
(2) Acquisition and integration costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
15
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| Acquisition and integration costs | 2021 | 2020 | |||||||||||||||||||||
| Cost of products sold | $ | $ | |||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Other items, net | |||||||||||||||||||||||
| Total acquisition and integration costs | $ | $ | |||||||||||||||||||||
(3) This represents the earn out achieved through December 31, 2021 under the incentive agreements entered into with the Formulations Acquisition and is recorded in SG&A on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
(4) Other items, net for the quarter ended December 31, 2020 on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income included acquisition related costs of $0.1
Corporate assets shown in the following table include cash, all financial instruments, pension assets, amounts indemnified by Spectrum per the purchase agreements and tax asset balances that are managed outside of operating segments. The asset balances as of September 30, 2021 have been recast to align with our new reportable segments.
| Total Assets | December 31, 2021 | September 30, 2021 | |||||||||
| Batteries & Lights | $ | $ | |||||||||
| Auto Care | |||||||||||
| Total segment assets | $ | $ | |||||||||
| Corporate | |||||||||||
| Goodwill and other intangible assets | |||||||||||
| Total assets | $ | $ | |||||||||
(7) Goodwill and intangible assets
Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are evaluated annually for impairment as part of our annual business planning cycle in the fourth fiscal quarter, or when indicators of a potential impairment are present.
The following table sets forth goodwill by segment as of October 1, 2021 and December 31, 2021. The balances at October 1, 2021 have been recast to align with our new reportable segments:
| Batteries & Lights | Auto Care | Total | |||||||||||||||
| Balance at October 1, 2021 | $ | $ | $ | ||||||||||||||
| Formulations Acquisition working capital finalization | ( | ( | |||||||||||||||
| Cumulative translation adjustment | |||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ||||||||||||||
Energizer had indefinite-lived intangible assets of $1,365.6 at December 31, 2021 and $1,365.7 at September 30, 2021. The difference between the periods is driven by currency adjustments.
16
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Total intangible assets at December 31, 2021 are as follows:
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Trademarks and trade names | $ | $ | ( | $ | |||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Patents | ( | ||||||||||||||||
| Proprietary technology | ( | ||||||||||||||||
| Proprietary formulas | ( | ||||||||||||||||
| Vendor relationships | ( | ||||||||||||||||
| Total Amortizable intangible assets | ( | ||||||||||||||||
| Trademarks and trade names - indefinite lived | — | ||||||||||||||||
| Total Other intangible assets, net | $ | $ | ( | $ | |||||||||||||
Total intangible assets at September 30, 2021 were as follows:
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||
| Trademarks and trade names | $ | $ | ( | $ | |||||||||||||
| Customer relationships | ( | ||||||||||||||||
| Patents | ( | ||||||||||||||||
| Proprietary technology | ( | ||||||||||||||||
| Proprietary formulas | ( | ||||||||||||||||
| Vendor relationships | ( | ||||||||||||||||
| Total Amortizable intangible assets | ( | ||||||||||||||||
| Trademarks and trade names - indefinite lived | — | ||||||||||||||||
| Total Other intangible assets, net | $ | $ | ( | $ | |||||||||||||
(8) Debt
The detail of long-term debt was as follows:
| December 31, 2021 | September 30, 2021 | ||||||||||
| Senior Secured Term Loan Facility due 2027 | $ | $ | |||||||||
| 4.750% Senior Notes due 2028 | |||||||||||
| 4.375% Senior Notes due 2029 | |||||||||||
| 3.50% Senior Notes due 2029 (Euro Notes of €650.0) | |||||||||||
| Capital lease obligations | |||||||||||
| Total long-term debt, including current maturities | $ | $ | |||||||||
| Less current portion | ( | ( | |||||||||
| Less unamortized debt premium and debt issuance fees | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
17
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Credit Agreement - In December 2020, the Company entered in a Credit Agreement which provided for a 5 -year $400.0 revolving credit facility (2020 Revolving Facility) and a $550.0 Term Loan due December 2027, which was then amended and increased to $1,200.0 in January 2021. The $550.0 of proceeds were used to pay down the remaining balances on the Term Loan A facility due in 2022, Term Loan B facility due in 2025 and the amounts outstanding on the existing 2018 Revolving Credit Facility. The pay down of the Term Loan A and B facilities were deemed to be extinguishments and the Company wrote-off $5.7 of deferred financing fees during the first fiscal quarter of 2021.
On December 31, 2021, the Company amended the Credit Agreement to increase the 2020 Revolving Facility to $500.0 . Debt issuances fees paid associated with the Credit Agreement were $2.5 and $12.5 in the three months ended December 31, 2021 and 2020, respectively.
Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25 % of the original principal balance, or $3.0 . Borrowings under the 2020 Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, LIBOR or the Base Rate (as defined) plus the applicable margin. The Term Loan bears interest at a rate per annum equal to, at the option of the Company, LIBOR or Base Rate (as defined) plus the applicable margin. The Credit Agreement also contains customary affirmative and restrictive covenants.
As of December 31, 2021, the Company had outstanding borrowings of $182.5 8.0 of outstanding letters of credit. Taking into account outstanding letters of credit, $309.5 remained available under the 2020 Revolving Facility as of December 31, 2021. As of December 31, 2021 and September 30, 2021, the Company's weighted average interest rate on short-term borrowings was 2.5 %.
Senior Notes - On September 30, 2020, the Company completed a bond offering for $800.0 Senior Notes due in 2029 at 4.375 % (2029 Notes). On October 16, 2020, the Company used the proceeds from the sale of the 2029 Notes to fund the redemption of all the $750.0 Senior Notes due in 2026 at 6.375 %. The Company paid a redemption premium of $55.9 in the first fiscal quarter of 2021 related to this redemption.
Interest Rate Swaps - In conjunction with the term loan refinance in December 2020, the Company entered into a new interest rate swap with an effective date of December 22, 2020, that fixed the variable benchmark component (LIBOR) at an interest rate of 0.95 % on variable rate debt of $550.0 . On January 22, 2021, the notional value increased to $700.0 and will stay at that value through December 22, 2024. The notional value will decrease by $100.0 on December 22, 2024 and by $100.0 each year thereafter until its termination date on December 22, 2027.
Refer to Note 11, Financial Instruments and Risk Management, for additional information on the Company's interest rate swap transactions.
Notes payable - The notes payable balance was $183.4 at December 31, 2021 and $105.0 at September 30, 2021. The December 31, 2021 balance was comprised of $182.5 0.9 of other borrowings, including those related to foreign affiliates. The September 30, 2021 balance was all outstanding borrowings on the 2020 Revolving Facility.
Debt Covenants - The agreements governing the Company's debt contain certain customary representations and warranties, affirmative, negative and financial covenants and provisions relating to events of default. If the Company fails to comply with these covenants or with other requirements of these debt agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these debt agreements would trigger cross defaults to other borrowings. As of December 31, 2021, the Company was in compliance with the provisions and covenants associated with its debt agreements.
The counterparties to long-term committed borrowings consist of a number of major financial institutions. The Company consistently monitors positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
18
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Debt Maturities - Aggregate maturities of long-term debt as of December 31, 2021 are as follows:
| Long-term debt | |||||
| One year | $ | ||||
| Two year | |||||
| Three year | |||||
| Four year | |||||
| Five year | |||||
| Thereafter | |||||
| Total long-term debt payments due | $ | ||||
(9) Pension Plans
The Company has several defined benefit pension plans covering many of its employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on various factors including years of service and in certain circumstances, earnings. The U.S. plan was frozen in fiscal year 2014.
The Company’s net periodic pension (benefit)/cost for these plans are as follows:
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| U.S. | International | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of unrecognized net losses | |||||||||||||||||||||||
| Net periodic (benefit)/cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
The service cost component of the net periodic (benefit)/cost above is recorded in Selling, general and administrative expense on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income, while the remaining components are recorded to Other items, net.
(10) Shareholders' Equity
In November 2020, the Board of Directors approved a share repurchase program for up to 7.5 million shares of its common stock.
During the fourth quarter of fiscal 2021, the Company entered into a $75.0 accelerated share repurchase (ASR) program. Under the terms of the agreement, approximately 1.5 million shares were delivered in fiscal 2021 and an additional approximately 0.5 million shares were delivered upon termination of the agreement on November 18, 2021. The total number of shares delivered was based on the volume-weighted average stock prices (VWAP) of the Company’s common stock during the ASR period of $38.30 . The Company paid the full amount of the ASR in fiscal 2021 and recorded $60.0 of treasury stock representing the approximately 1.5 million shares delivered in fiscal 2021 and the remaining $15.0 was recorded as Additional paid in capital. With the delivery of the additional shares, the $15.0 was reclassified to treasury stock on the Consolidated (Condensed) Balance sheet at December 31, 2021.
Future share repurchases, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors.
19
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
On November 15, 2021, the Board of Directors declared a cash dividend for the first quarter of fiscal 2022 of $0.30 per share of common stock, payable on December 15, 2021, to all shareholders of record as of the close of business on November 30, 2021.
During the quarters ended December 31, 2021 and 2020, total dividends declared were $20.1 and $21.0 , respectively. The payments made of $20.5 and $22.7 during the quarters ended December 31, 2021 and 2020, respectively, included the cumulative dividends paid upon the vesting of restricted shares during the periods.
The Company paid a cash dividend of $1.875 per share of MCPS on October 15, 2021 which had been declared in fiscal 2021. On November 15, 2021, the Board of Directors declared a cash dividend of $1.875 per share of MCPS to all shareholders of record as of the close of January 1, 2022, which was paid on January 15, 2022. This dividend totaling $4.0 was accrued as of December 31, 2021 and was paid on January 15, 2022.
Subsequent to the quarter, all outstanding shares of the Company's 7.50 % Series A MCPS automatically converted into shares of the Company's common stock, par value $0.01 per share, at a rate of 2.1739 shares of the Company's Common Stock for each share of Preferred Stock. This resulted in the issuance of approximately 4.7 million of common stock.
Subsequent to the end of the fiscal quarter, on January 31, 2022, the Board of Directors declared a cash dividend for the first quarter of fiscal 2022 of $0.30 per share of common stock, payable on March 16, 2022, to all shareholders of record as of the close of business on February 22, 2022.
(11) Financial Instruments and Risk Management
The market risk inherent in the Company's operations creates potential earnings volatility arising from changes in currency rates, interest rates and commodity prices. The Company's policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading or speculative purposes where the sole objective is to generate profits.
Concentration of Credit Risk—The counterparties to derivative contracts consist of a number of major financial institutions and are generally institutions with which the Company maintains lines of credit. The Company does not enter into derivative contracts through brokers nor does it trade derivative contracts on any other exchange or over-the-counter markets. Risk of currency positions and mark-to-market valuation of positions are strictly monitored at all times.
The Company continually monitors positions with, and credit ratings of, counterparties both internally and by using outside rating agencies. While nonperformance by these counterparties exposes Energizer to potential credit losses, such losses are not anticipated.
In the ordinary course of business, the Company may enter into contractual arrangements (derivatives) to reduce its exposure to commodity price and foreign currency risks. The section below outlines the types of derivatives that existed at December 31, 2021 and September 30, 2021, as well as the Company's objectives and strategies for holding these derivative instruments.
Commodity Price Risk—The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities.
Foreign Currency Risk—A significant portion of Energizer’s product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, a strengthening of currencies relative to the U.S. dollar can improve margins. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.
20
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Additionally, Energizer’s foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in a transaction gain or loss recorded in Other items, net on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.
Interest Rate Risk—The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2021, the Company had variable rate debt outstanding of $1,373.5 under the 2020 Term Loan and the 2020 Revolving Facility.
In December 2020, the Company entered into an interest rate swap (2020 Interest rate swap) with an effective date of December 22, 2020, that fixed the variable benchmark component (LIBOR) at an interest rate of 0.95 % on variable rate debt of $550.0 . The notional value increased to $700.0 on January 22, 2021 and will stay at that value through December 22, 2024. The notional value will decrease by $100.0 on December 22, 2024 and by $100.0 each year thereafter until its termination date on December 22, 2027. The notional value of the swap was $700.0 at December 31, 2021.
Derivatives Designated as Cash Flow Hedging Relationships—The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of the forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At December 31, 2021 and September 30, 2021, Energizer had an unrealized pre-tax gain of $3.7 and $5.0 , respectively, on these forward currency contracts accounted for as cash flow hedges included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2021 levels, over the next 12 months, $3.8 of the pre-tax gain included in Accumulated other comprehensive loss is expected to be recognized in earnings. Contract maturities for these hedges extend into fiscal year 2023. There were 62 open foreign currency contracts at December 31, 2021, with a total notional value of approximately $180 .
The Company has entered into hedging contracts on future zinc purchases to reduce exposure to variability in cash flows associated with price volatility. The contracts are determined to be cash flow hedges and qualify for hedge accounting. The contract maturities for these hedges extend into the third fiscal quarter of 2022. There were three open contracts at December 31, 2021, with a total notional value of approximately $7 . The unrealized pre-tax gain recognized on the zinc contracts was $5.1 and $4.7 at December 31, 2021 and September 30, 2021, respectively, and was included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.
At December 31, 2021 and September 30, 2021, Energizer recorded an unrealized pre-tax gain of $17.0 and $11.7 , respectively, on the 2020 Interest rate swap agreement, both of which were included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.
Derivatives not Designated in Hedging Relationships—Energizer enters into foreign currency derivative contracts, which are not designated as cash flow hedges for accounting purposes, to hedge existing balance sheet exposures. Any gains or losses on these contracts are expected to be offset by corresponding exchange losses or gains on the underlying exposures, and as such are not subject to significant market risk. There were ten open foreign currency derivative contracts which are not designated as cash flow hedges at December 31, 2021, with a total notional value of approximately $129 .
21
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
The following table provides the Company's estimated fair values as of December 31, 2021 and September 30, 2021, and the amounts of gains and losses on derivative instruments classified as cash flow hedges for the three months ended December 31, 2021 and 2020, respectively:
| At December 31, 2021 | For the Quarters Ended December 31, 2021 | |||||||||||||||||||||||||||||||
| Derivatives designated as Cash Flow Hedging Relationships | Estimated Fair Value Asset (1) | (Loss)/Gain Recognized in OCI (2) | Gain/(Loss) Reclassified From OCI into Income (3)(4) | |||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Interest rate swap | ( | |||||||||||||||||||||||||||||||
| Zinc contracts | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||||||||
| At September 30, 2021 | For the Quarters Ended December 31, 2020 | |||||||||||||||||||||||||||||||
| Derivatives designated as Cash Flow Hedging Relationships | Estimated Fair Value Asset (1) | (Loss)/Gain Recognized in OCI (2) | Loss Reclassified From OCI into Income (3)(4) | |||||||||||||||||||||||||||||
| Foreign currency contracts | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Interest rate swap | ( | ( | ||||||||||||||||||||||||||||||
| Zinc contracts | ( | |||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||
(1) All derivative assets are presented in Other current assets or Other assets. All derivative liabilities are presented in Other current liabilities or Other liabilities.
(2) OCI is defined as other comprehensive income.
(3) Gain/(Loss) reclassified to Income was recorded as follows: Foreign currency contracts in Cost of products sold, interest rate contracts in Interest expense, and commodity contracts in Cost of products sold.
(4) Each of these hedging relationships has derivative instruments with a high correlation to the underlying exposure being hedged and has been deemed highly effective in offsetting the underlying risk.
The following table provides estimated fair values as of December 31, 2021 and September 30, 2021 and the gains and losses on derivative instruments not classified as cash flow hedges for the three months ended December 31, 2021 and 2020, respectively:
| At December 31, 2021 | For the Quarters Ended December 31, 2021 | |||||||||||||||||||
| Estimated Fair Value Asset (1) | Gain Recognized in Income (2) | |||||||||||||||||||
| Foreign currency contracts | $ | $ | ||||||||||||||||||
| At September 30, 2021 | For the Quarters Ended December 31, 2020 | |||||||||||||||||||
| Estimated Fair Value Liability (1) | Loss Recognized in Income (2) | |||||||||||||||||||
| Foreign currency contracts | $ | $ | ( | |||||||||||||||||
(1) All derivative assets and liabilities are presented in Other current assets or Other assets and Other current liabilities or Other liabilities, respectively.
(2) Gain / (Loss) recognized in Income was recorded as foreign currency in Other items, net.
22
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Energizer has the following recognized financial assets resulting from those transactions that meet the scope of the disclosure requirements as necessitated by applicable accounting guidance for balance sheet offsetting.
| Offsetting of derivative assets | ||||||||||||||||||||||||||||||||||||||||||||
| At December 31, 2021 | At September 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||
| Description | Balance Sheet location | Gross amounts of recognized assets | Gross amounts offset in the Balance Sheet | Net amounts of assets presented in the Balance Sheet | Gross amounts of recognized assets | Gross amounts offset in the Balance Sheet | Net amounts of assets presented in the Balance Sheet | |||||||||||||||||||||||||||||||||||||
| Foreign Currency Contracts | Other Current Assets, Other Assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Offsetting of derivative liabilities | ||||||||||||||||||||||||||||||||||||||||||||
| At December 31, 2021 | At September 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||
| Description | Balance Sheet location | Gross amounts of recognized liabilities | Gross amounts offset in the Balance Sheet | Net amounts of liabilities presented in the Balance Sheet | Gross amounts of recognized liabilities | Gross amounts offset in the Balance Sheet | Net amounts of liabilities presented in the Balance Sheet | |||||||||||||||||||||||||||||||||||||
| Foreign Currency Contracts | Other Current Liabilities, Other Liabilities | $ | ( | $ | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||
Fair Value Hierarchy—Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.
Under the fair value accounting guidance hierarchy, an entity is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The following table sets forth the Company's financial assets and liabilities, which are carried at fair value, as of December 31, 2021 and September 30, 2021 that are measured on a recurring basis during the period, segregated by level within the fair value hierarchy:
| Level 2 | |||||||||||
| (Liabilities)/Assets at estimated fair value: | December 31, 2021 | September 30, 2021 | |||||||||
| Deferred compensation | $ | ( | $ | ( | |||||||
| Derivatives - Foreign Currency contracts | |||||||||||
| Derivatives - Foreign Currency contracts (non-hedge) | |||||||||||
| Derivatives - Interest Rate Swap contracts | |||||||||||
| Derivatives - Zinc contracts | |||||||||||
| Net Liabilities at estimated fair value | $ | ( | $ | ( | |||||||
Energizer had no Level 1 financial assets or liabilities, other than pension plan assets, and no Level 3 financial assets or liabilities at December 31, 2021 and September 30, 2021.
23
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
Due to the nature of cash and cash equivalents carrying amounts on the balance sheets approximate estimated fair value. The estimated fair value of cash was determined based on level 1 inputs and cash equivalents and restricted cash are determined based on Level 2 inputs.
At December 31, 2021, the estimated fair value of the Company's unfunded deferred compensation liability is determined based upon the quoted market prices of investment options that are offered under the plan. The estimated fair value of foreign currency contracts, interest rate swap and zinc contracts, as described above, is the amount that the Company would receive or pay to terminate the contracts, considering first, quoted market prices of comparable agreements, or in the absence of quoted market prices, such factors as interest rates, currency exchange rates and remaining maturities.
At December 31, 2021, the fair market value of fixed rate long-term debt was $2,115.9 compared to its carrying value of $2,139.1 , and at September 30, 2021, the fair market value of fixed rate long-term debt was $2,156.1 compared to its carrying value of $2,152.7 . The estimated fair value of the long-term debt is estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements. The estimated fair value of fixed rate long-term debt has been determined based on Level 2 inputs.
(12) Accumulated Other Comprehensive (Loss)/Income
The following table presents the changes in accumulated other comprehensive (loss)/income (AOCI), net of tax by component:
| Foreign Currency Translation Adjustments | Pension Activity | Zinc Contracts | Foreign Currency Contracts | Interest Rate Contracts | Total | ||||||||||||||||||||||||||||||
Balance at September 30, 2021 | $ | ( | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
| OCI before reclassifications | ( | ||||||||||||||||||||||||||||||||||
| Reclassifications to earnings | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | ( | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
24
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
The following table presents the reclassifications out of AOCI to earnings:
| For the Quarters Ended December 31, | ||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||
| Details of AOCI Components | Amount Reclassified from AOCI (1) | Affected Line Item in the Combined Statements of Earnings | ||||||||||||||||||||||||
| Gains and losses on cash flow hedges | ||||||||||||||||||||||||||
| Foreign currency contracts | $ | ( | $ | Cost of products sold | ||||||||||||||||||||||
| Interest rate contracts | Interest expense | |||||||||||||||||||||||||
| Zinc contracts | ( | Cost of products sold | ||||||||||||||||||||||||
| ( | (Earnings) / loss before income taxes | |||||||||||||||||||||||||
| ( | Income tax expense/(benefit) | |||||||||||||||||||||||||
| $ | ( | $ | Net (earnings)/loss | |||||||||||||||||||||||
| Amortization of defined benefit pension items | ||||||||||||||||||||||||||
| Actuarial loss | (2) | |||||||||||||||||||||||||
| ( | ( | Income tax benefit | ||||||||||||||||||||||||
| $ | $ | Net loss | ||||||||||||||||||||||||
| Total reclassifications to earnings | $ | ( | $ | Net (earnings)/loss | ||||||||||||||||||||||
(1) Amounts in parentheses indicate credits to Consolidated (Condensed) Statement of Earnings and Comprehensive Income.
(2) This AOCI component is included in the computation of net periodic pension (benefit)/cost (see Note 9, Pension Plans, for further details).
(13) Supplemental Financial Statement Information
The components of certain income statement accounts are as follows:
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Other items, net | |||||||||||||||||||||||
Interest income | $ | ( | $ | ( | |||||||||||||||||||
| Foreign currency exchange loss | |||||||||||||||||||||||
Pension benefit other than service costs | ( | ( | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total Other items, net | $ | $ | |||||||||||||||||||||
25
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
The components of certain balance sheet accounts are as follows:
| December 31, 2021 | September 30, 2021 | ||||||||||
| Inventories | |||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished products | |||||||||||
| Total inventories | $ | $ | |||||||||
| Other Current Assets | |||||||||||
| Miscellaneous receivables | $ | $ | |||||||||
| Due from Spectrum | |||||||||||
| Prepaid expenses | |||||||||||
| Value added tax collectible from customers | |||||||||||
| Other | |||||||||||
| Total other current assets | $ | $ | |||||||||
| Property, Plant and Equipment | |||||||||||
| Land | $ | $ | |||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Capital leases | |||||||||||
| Construction in progress | |||||||||||
| Total gross property | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||
| Other Current Liabilities | |||||||||||
| Accrued advertising, sales promotion and allowances | $ | $ | |||||||||
| Accrued trade allowances | |||||||||||
| Accrued salaries, vacations and incentive compensation | |||||||||||
| Accrued interest expense | |||||||||||
| Restructuring reserve | |||||||||||
| Income taxes payable | |||||||||||
| Other | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
| Other Liabilities | |||||||||||
| Pensions and other retirement benefits | $ | $ | |||||||||
| Deferred compensation | |||||||||||
| Mandatory transition tax | |||||||||||
| Other non-current liabilities | |||||||||||
| Total other liabilities | $ | $ | |||||||||
(14) Legal proceedings/contingencies and other obligations
26
ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED (CONDENSED) FINANCIAL STATEMENTS
(In millions - Unaudited)
proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.
Other obligations - In the ordinary course of business, the Company also enters into supply and service contracts. These contracts can include either volume commitments or fixed expiration dates, termination provisions and other standard contractual considerations. At December 31, 2021, the Company had approximately $33.2 of purchase obligations under these contracts.
27
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion is meant to provide investors with information management believes is helpful in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should read the following MD&A in conjunction with the Consolidated (Condensed) Financial Statements (unaudited) and corresponding notes included herein.
All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.
Forward-Looking Statements
This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” "will," “intend,” “belief,” “estimate,” “plan,” “target,” “predict,” “likely,” “should,” “forecast,” “outlook,” or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:
•Global economic and financial market conditions, including the conditions resulting from the ongoing COVID-19 pandemic, and actions taken by our customers, suppliers, other business partners and governments in markets in which we compete might materially and negatively impact us.
• Competition in our product categories might hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.
• Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations.
• We must successfully manage the demand, supply, and operational challenges brought about by the COVID-19 pandemic and any other disease outbreak, including epidemics, pandemics, or similar widespread public health concerns.
• Loss or impairment of the reputation of our Company or our leading brands or failure of our marketing plans could have an adverse effect on our business.
• Loss of any of our principal customers could significantly decrease our sales and profitability.
• Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to competitive innovation and changing consumer habits.
• We are subject to risks related to our international operations, including currency fluctuations, which could adversely affect our results of operations.
• If we fail to protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations.
• Our reliance on certain significant suppliers subjects us to numerous risks, including possible interruptions in supply, which could adversely affect our business.
• Our business is vulnerable to the availability of raw materials, our ability to forecast customer demand and our ability to manage production capacity.
• Changes in production costs, including raw material prices, freight and labor, could erode our profit margins and negatively impact operating results, and reactions to our pricing actions.
• The manufacturing facilities, supply channels or other business operations of the Company and our suppliers may be subject to disruption from events beyond our control.
• We may be unable to generate anticipated cost savings (including from our restructuring programs), successfully implement our strategies, or efficiently manage our supply chain and manufacturing processes, and our profitability and cash flow could suffer as a result.
28
• Sales of certain of our products are seasonal and adverse weather conditions during our peak selling seasons for certain auto care products could have a material adverse effect.
• A failure of a key information technology system could adversely impact our ability to conduct business.
• We rely significantly on information technology and any inadequacy, interruption, theft or loss of data, malicious attack, integration failure, failure to maintain the security, confidentiality or privacy of sensitive data residing on our systems or other security failure of that technology could harm our ability to effectively operate our business and damage the reputation of our brands.
• We have significant debt obligations that could adversely affect our business and our ability to meet our obligations.
• We may experience losses or be subject to increased funding and expenses related to our pension plans.
• The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from our projections, which may adversely affect our future profitability, cash flows and stock price.
• If we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties, dilution, and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.
• The 2019 Auto Care and Battery acquisitions may have liabilities that are not known to us and the acquisition agreements may not provide us with sufficient indemnification with respect to such liabilities.
• Our business involves the potential for claims of product liability, labeling claims, commercial claims and other legal claims against us, which could affect our results of operations and financial condition and result in product recalls or withdrawals.
• Our business is subject to increasing regulation in the U.S. and abroad, the uncertainty and cost of future compliance and consequence of non-compliance with which may have a material adverse effect on our business.
• Increased focus by governmental and non-governmental organizations, customers, consumers and shareholders on sustainability issues, including those related to climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.
• We are subject to environmental laws and regulations that may expose us to significant liabilities and have a material adverse effect on our results of operations and financial condition.
• We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term stockholder value, and share repurchases could increase the volatility of the price of our stock and diminish our cash reserves.
In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 16, 2021.
Non-GAAP Financial Measures
The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as acquisition and integration costs, an acquisition earn out and the loss on extinguishment of debt. In addition, these measures help investors to analyze year over year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted.
We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure:
29
Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, intangible amortization expense, interest expense, loss on extinguishment of debt, other items, net, the charges related to acquisition and integration costs, including restructuring charges, and an acquisition earn out have all been excluded from segment profit.
Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to acquisition and integration, an acquisition earn out and the loss on extinguishment of debt.
Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of acquisition and integration, an acquisition earn out and the loss on extinguishment of debt, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred.
Organic. This is the non-GAAP financial measurement of the change in revenue, segment profit or other margins that excludes or otherwise adjusts for the change in Argentina Operations and impact of currency from the changes in foreign currency exchange rates as defined below:
Change in Argentina Operations. The Company is presenting separately all changes in sales and segment profit from our Argentina affiliate due to the designation of the economy as highly inflationary as of July 1, 2018.
Impact of currency. The Company evaluates the operating performance of our Company on a currency neutral basis. The impact of currency is the difference between the value of current year foreign operations at the current period ending USD exchange rate, compared to the value of the current year foreign operations at the prior period ending USD exchange rate, as well as the impact of hedging on the currency fluctuations.
Adjusted Selling, General & Administrative (SG&A) and Gross Margin as a percent of sales. Detail for adjusted gross margin and adjusted SG&A as a percent of sales are also supplemental non-GAAP measures. These measures exclude the impact of costs related to acquisition and integration and an acquisition earn out.
COVID-19
For the fiscal quarter ended December 31, 2021, the Coronavirus (COVID-19) pandemic continued to pose significant and widespread risks to the Company’s business as well as to the business environment and the markets in which the Company operates. In these challenging and dynamic circumstances, Energizer continues to work to protect its employees, maintain business continuity and sustain its operations.
Overall, the impact of the COVID-19 pandemic on the Company's results of operations in the first fiscal quarter of 2022 was primarily driven by factors related to changes in demand for products and disruption in global supply chain. While it is not feasible to identify or quantify all the other direct and indirect implications on the Company's results of operations, below are factors that the Company believes have affected its results for the first quarter of fiscal 2022 compared to fiscal 2021.
•The Company has faced higher operating costs due to the global supply chain constraints. In particular, commodity prices remain at all-time highs, impacting our raw material costs. Additionally, we have faced unprecedented cost pressures in transportation, driven primarily by a significant global backlog of ocean freight.
•Labor availability continues to be a major challenge across most of the Company's U.S. sites.
•The Company's investment in incremental safety stock to partially mitigate the impacts of the continued volatility of the global supply network-including uncertainty around product sourcing, transportation challenges and labor availability.
While the full impact of COVID-19 is uncertain, we believe we have multiple options to further mitigate the impact of the COVID-19 pandemic and preserve our financial flexibility in light of current uncertainty in the global markets, including the deferral or reduction of capital expenditures and reduction or delay of overhead expenses and other expenditures. However, such delays could slow future growth or impact our business plan. The full impact of COVID-19 on our financial and operating performance will depend significantly on the duration and severity of the pandemic, any future government actions affecting consumers and the economy in general, disruption to our global
30
supply chain (including the ability of suppliers to keep pace with any demand increases), and the pace with which customers and consumers return to more normalized purchasing behavior, among others factors beyond our knowledge or control.
Acquisition and Integration Costs
Acquisition and integration costs incurred during the three months ended December 31, 2021 and 2020 relate to the FDK Indonesia Acquisition and Formulations Acquisition that occurred in the first quarter of fiscal 2021, and the Battery and Auto Care Acquisitions which occurred in fiscal year 2019. The Company incurred pre-tax acquisition and integration costs of $16.5 in the three months ended December 31, 2021 and $18.3 in the three months ended December 31, 2020.
Pre-tax costs recorded in Costs of products sold were $6.0 and $7.7 for the three months ended December 31, 2021 and 2020, respectively, primarily related to the facility exit and restructuring related costs, discussed in Note 4, Restructuring.
Pre-tax acquisition and integration costs recorded in Selling, general and administrative expense (SG&A) were $9.4 and $10.4 for the three months ended December 31, 2021 and 2020, respectively. The SG&A expenses incurred during the three months ended December 31, 2021 primarily related to the integration of the acquired information technology systems, consulting costs, and retention-related compensation costs. The SG&A expenses incurred during the three months ended December 30, 2020 primarily related to the integration of the Battery and Auto Care acquisitions, including costs of integrating the auto care information technology systems of the businesses, and legal fees incurred for the fiscal year 2021 acquisitions.
For the three months ended December 31, 2021 and 2020, the Company recorded $1.1 and $0.1, respectively, of pre-tax acquisition and integration related costs in research and development. The fiscal 2022 costs primarily related to severance and R&D asset write-offs.
For the three months ended December 31, 2020, the Company recorded $0.1 of pre-tax acquisition and integration related Other items, net.
Restructuring Costs
In the fourth fiscal quarter of 2019, the Company began implementing restructuring related integration plans for our manufacturing and distribution networks. These plans include the closure and combination of distribution and manufacturing facilities in order to reduce complexity and realize greater efficiencies in our manufacturing, packaging and distribution processes. All activities within this plan were substantially complete by December 31, 2021.
In the fourth fiscal quarter of 2020, the Company initiated a new restructuring program with a primary focus on reorganizing our global end-to-end supply chain network and ensuring accountability by category. This program included streamlining the Company’s end-to-end supply chain model to enable rapid response to category specific demands and enhancing our ability to better serve our customers. Planning and execution of this program began in fiscal year 2021, with all programs substantially complete by December 31, 2021.
The total pre-tax expense related to these restructuring plans for the quarters ended December 31, 2021 and 2020 was $5.3 and $10.6, respectively. The expense consisted of charges for employee severance, retention, related benefit costs, accelerated depreciation, asset write-offs, relocation, environmental investigatory and mitigation costs, consulting costs and other exit costs. The costs were reflected in Cost of products sold and Selling, general and administrative expense on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for the quarter ended December 31, 2021 would be incurred within the Battery & Lights segment in the amounts of $5.1 and the Auto Care segment in the amount of $0.2. All $10.6 of the restructuring costs in the quarter ended December 31, 2020 would have been incurred within the Battery & Lights segment.
Total pre-tax charges relating to the 2019 restructuring program since inception were $65.1 and total pre-tax charges relating to the 2020 restructuring program since inception were $19.4.
31
The first fiscal quarter of 2022 marks the conclusion of both the 2019 and 2020 restructuring programs. We do not expect to incur additional material charges for these programs. The Company is still on track to achieve the estimated $55 to $60 of total cost savings by the end of this fiscal year.
Refer to Note 4, Restructuring, to the Consolidated (Condensed) Financial Statements for additional discussion on our restructuring costs.
Highlights / Operating Results
Financial Results (in millions, except per share data)
Energizer reported first fiscal quarter Net earnings of $60.0, or $0.83 per diluted common share, compared to Net earnings of $67.1, or $0.91 per diluted common share, in the prior year first fiscal quarter. Adjusted diluted net earnings per common share was $1.03 for the first fiscal quarter as compared to $1.17 in the prior year quarter, a decline of 12%.
Net earnings and Diluted net earnings per common share for the time periods presented were impacted by certain items related to acquisition and integration costs, an acquisition earn out and the loss on extinguishment of debt as described in the tables below. The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted net earnings and Adjusted diluted net earnings per common share, which are non-GAAP measures. See disclosure on Non-GAAP Financial Measures above.
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Net earnings attributable to common shareholders | $ | 56.0 | $ | 63.1 | |||||||||||||||||||
| Mandatory preferred stock dividends | (4.0) | (4.0) | |||||||||||||||||||||
| Net earnings | 60.0 | 67.1 | |||||||||||||||||||||
| Pre-tax adjustments | |||||||||||||||||||||||
| Acquisition and integration (1) | 16.5 | 18.3 | |||||||||||||||||||||
| Acquisition earn out | 1.1 | — | |||||||||||||||||||||
| Loss on extinguishment of debt | — | 5.7 | |||||||||||||||||||||
| Total adjustments, pre-tax | $ | 17.6 | $ | 24.0 | |||||||||||||||||||
| After tax adjustments | |||||||||||||||||||||||
| Acquisition and integration | 13.0 | 14.4 | |||||||||||||||||||||
| Acquisition earn out | 0.8 | — | |||||||||||||||||||||
| Loss on extinguishment of debt | — | 4.7 | |||||||||||||||||||||
| Total adjustments, after tax | $ | 13.8 | $ | 19.1 | |||||||||||||||||||
| Adjusted net earnings (2) | $ | 73.8 | $ | 86.2 | |||||||||||||||||||
| Mandatory preferred stock dividends | (4.0) | (4.0) | |||||||||||||||||||||
| Adjusted net earnings attributable to common shareholders | $ | 69.8 | $ | 82.2 | |||||||||||||||||||
| Diluted net earnings per common share | $ | 0.83 | $ | 0.91 | |||||||||||||||||||
Adjustments (per common share) | |||||||||||||||||||||||
| Acquisition and integration | 0.18 | 0.20 | |||||||||||||||||||||
| Acquisition earn out | 0.01 | — | |||||||||||||||||||||
| Loss on extinguishment of debt | — | 0.06 | |||||||||||||||||||||
| Impact for diluted share calculation (3) | 0.01 | — | |||||||||||||||||||||
| Adjusted diluted net earnings per diluted common share (3) | $ | 1.03 | $ | 1.17 | |||||||||||||||||||
| Weighted average shares of common stock - Diluted | 67.1 | 73.5 | |||||||||||||||||||||
| Adjusted Weighted average shares of common stock - Diluted (3) | 71.8 | 73.5 | |||||||||||||||||||||
32
(1) Acquisition and integration costs were included in the following lines in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income:
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Cost of products sold | $ | 6.0 | $ | 7.7 | |||||||||||||||||||
| SG&A | 9.4 | 10.4 | |||||||||||||||||||||
| Research and development | 1.1 | 0.1 | |||||||||||||||||||||
| Other items, net | — | 0.1 | |||||||||||||||||||||
| Acquisition and integration related items | $ | 16.5 | $ | 18.3 | |||||||||||||||||||
(2) The effective tax rate for the Adjusted - Non-GAAP Earnings and Diluted EPS for the quarters ended December 31, 2021 and 2020 was 21.6% and 22.6%, respectively, as calculated utilizing the statutory rate for where the costs were incurred.
(3) For the quarters ended December 31, 2021 and 2020 the Adjusted diluted net earnings per common share and Weighted average shares of common stock - Diluted is assuming the conversion of the preferred shares, as those results are more dilutive. The shares have been adjusted for the 4.7 million share conversion and the preferred dividend has been excluded from Adjusted net earnings.
Highlights
| Total Net sales | For the Quarter Ended December 31, 2021 | ||||||||||||||||||||||
| $ Change | % Chg | ||||||||||||||||||||||
| Net sales - prior year | $ | 848.6 | |||||||||||||||||||||
| Organic | (0.3) | — | % | ||||||||||||||||||||
| Change in Argentina | 2.4 | 0.3 | % | ||||||||||||||||||||
| Impact of currency | (4.4) | (0.6) | % | ||||||||||||||||||||
| Net Sales - current year | $ | 846.3 | (0.3) | % | |||||||||||||||||||
See non-GAAP measure disclosures above.
Net sales were $846.3 for the first fiscal quarter of 2022, a decrease of $2.3 as compared to the prior year quarter, driven by the following items:
•Organic Net sales remained relatively flat due to the following offsetting items:
◦Pricing executed in both the battery and auto care businesses drove approximately 2% of the organic increase; and
◦New distribution across both battery and auto care, predominately in North America, contributed approximately 1% to organic growth.
◦In addition to the pricing and distribution gains, we experienced better than expected volume in the quarter, however the net impact was a 3% decrease to organic sales as a result of lapping the elevated demand in the prior year.
•Unfavorable movement in foreign currencies resulted in decreased sales of $4.4, or 0.6%.
Gross margin percentage on a reported basis for the first fiscal quarter of 2022 was 36.8%, compared to 39.8% in the prior year. Excluding $6.0 of integration costs in the current quarter and $7.7 of integration costs in the prior year quarter results, adjusted gross margin was 37.5% compared to 40.7% in the prior year, a decrease of 320 basis points from prior year and down 20 basis points from the fourth quarter of fiscal 2021.
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| Quarter Ended December 31, 2021 | |||||||||||||||||||||||||||||
| Reported | Adjusted | ||||||||||||||||||||||||||||
Gross Margin - FY'21 | 39.8 | % | 40.7 | % | |||||||||||||||||||||||||
| Product cost impacts | (7.0) | % | (7.0) | % | |||||||||||||||||||||||||
| Pricing | 1.3 | % | 1.3 | % | |||||||||||||||||||||||||
| Reduction of FY21 COVID-19 cost impact | 1.4 | % | 1.4 | % | |||||||||||||||||||||||||
| Synergy realization | 0.7 | % | 0.7 | % | |||||||||||||||||||||||||
| Currency impact and other | 0.6 | % | 0.4 | % | |||||||||||||||||||||||||
Gross Margin - FY'22 | 36.8 | % | 37.5 | % | |||||||||||||||||||||||||
The Gross margin decrease was largely driven by a continuation of higher operating costs, including transportation, material and labor, consistent with ongoing inflationary trends. Partially offsetting these margin impacts was the elimination of prior year COVID-19 costs, the positive impact of executed price increases in battery and auto, synergies of approximately $6 and favorable currency exchange rates.
Selling, general, and administrative expense (SG&A) was $122.1 in the first fiscal quarter of 2022, or 14.4% of Net sales, as compared to $124.1, or 14.6% of Net sales, in the prior year period. Included in the first fiscal quarter of 2022 and 2021 results were integration costs of $9.4 and $10.4, respectively, and acquisition earn out costs of $1.1 in the first quarter of 2022. Excluding integration costs and the acquisition earn out, adjusted SG&A was $111.6, or 13.2% of Net sales in the first fiscal quarter of 2022, as compared to $113.7, or 13.4% of Net sales in the prior year period. While the percentage to Net sales remained roughly flat, the absolute dollar decrease was primarily driven by a reduction in compensation costs year over year, partially offset by increased travel and higher IT spending related to our digital transformation.
Advertising and sales promotion expense (A&P) was $51.7, or 6.1% of net sales, in the first fiscal quarter of 2022, as compared to $49.6, or 5.8% of Net sales, in the first fiscal quarter of 2021. The increase in the current year is due to timing of planned current year spend.
Research and Development (R&D) was $8.9, or 1.1% of Net sales, for the quarters ended December 31, 2021, as compared to $7.6, or 0.9% of Net sales, in the prior year comparative period. The current year included $1.1 of integration costs compared to only $0.1 in the prior year period.
Interest expense was $37.0 for the first fiscal quarter of 2022 compared to $47.3 for the prior year comparative period. The interest savings in the current year were primarily driven by the debt refinancing activity that occurred in the later part of fiscal 2021.
Loss on extinguishment of debt was $5.7 for the first fiscal quarter of 2021. During the first quarter of fiscal 2021, the Company refinanced its Revolver, Term Loans and 2027 Senior Notes. The proceeds from the refinancing was issued in two tranches, consisting of $550.0 in December 2020 and $650.0 in January 2021.
Other items, net was expense of $0.2 and $0.8 for the first fiscal quarter of 2022 and 2021, respectively.
| For the Quarters Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Other items, net | |||||||||||||||||||||||
| Interest income | $ | (0.2) | $ | (0.1) | |||||||||||||||||||
| Foreign currency exchange loss | 1.3 | 1.3 | |||||||||||||||||||||
| Pension benefit other than service costs | (1.1) | (0.5) | |||||||||||||||||||||
| Other | 0.2 | 0.1 | |||||||||||||||||||||
| Total Other items, net | $ | 0.2 | $ | 0.8 | |||||||||||||||||||
The effective tax rate on a year to date basis was 21.6% as compared to 23.1% in the prior year. Excluding the impact of the acquisition and integration costs, acquisition earn out and loss on extinguishment in debt, the year to date adjusted effective tax rate was 21.6% as compared to 22.6% in the prior year. The decrease was due to higher foreign earnings in the current year.
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Segment Results
As of October 1, 2021, the Company has changed its reportable segments from two geographical segments, previously Americas and International, to two product groupings, Battery & Lights and Auto Care. This change came with the completion of the Battery and Auto Care Acquisition integrations in fiscal 2022. The Company changed its reporting structure to better reflect what the chief operating decision maker is reviewing to make organizational decisions and resource allocations. The Company has recast the information for the quarter ended December 31, 2020 to align with this presentation
Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, including restructuring charges, acquisition earn out and other items determined to be corporate in nature. Financial items, such as interest income and expense and loss on extinguishment of debt are managed on a global basis at the corporate level. The exclusion of acquisition and integration costs from segment results reflects management’s view on how it evaluates segment performance.
Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis.
| Segment Net Sales | Quarter Ended December 31, 2021 | ||||||||||||||||||||||
| $ Change | % Chg | ||||||||||||||||||||||
| Batteries & Lights | |||||||||||||||||||||||
| Net sales - prior year | $ | 743.9 | |||||||||||||||||||||
| Organic | (1.7) | (0.2) | % | ||||||||||||||||||||
| Change in Argentina | 2.4 | 0.3 | % | ||||||||||||||||||||
| Impact of currency | (4.4) | (0.6) | % | ||||||||||||||||||||
| Net sales - current year | $ | 740.2 | (0.5) | % | |||||||||||||||||||
| Auto Care | |||||||||||||||||||||||
| Net sales - prior year | $ | 104.7 | |||||||||||||||||||||
| Organic | 1.4 | 1.3 | % | ||||||||||||||||||||
| Impact of currency | — | — | % | ||||||||||||||||||||
| Net sales - current year | $ | 106.1 | 1.3 | % | |||||||||||||||||||
| Total Net Sales | |||||||||||||||||||||||
| Net sales - prior year | $ | 848.6 | |||||||||||||||||||||
| Organic | (0.3) | — | % | ||||||||||||||||||||
| Change in Argentina | 2.4 | 0.3 | % | ||||||||||||||||||||
| Impact of currency | (4.4) | (0.6) | % | ||||||||||||||||||||
| Net sales - current year | $ | 846.3 | (0.3) | % | |||||||||||||||||||
Results for the Quarter Ended December 31, 2021
Battery & Lights reported Net Sales decreased 0.5% as compared to the prior year. Excluding unfavorable foreign currency impact of $4.4, or 0.6%, and the favorable impact of Argentina operations of $2.4, or 0.3%, organic net sales decreased $1.7, or 0.2%, for the first fiscal quarter. The organic decline was due to the expected decline in battery demand compared to the strong COVID-19 related sales in the prior year period (approximately 3%). This decline was mostly offset by pricing increases (approximately 2%) and new distribution in battery & lights, predominantly in North America (approximately 1%).
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Auto Care had both a reported and organic Net sales increase of $1.4, or 1.3%, as compared to the prior year. The increase in sales was driven by new North America distribution (approximately 1%) and price increases in North America (approximately 2%), partially offset by a decline in International sales due to timing of shipments compared to the prior year (approximately 2%).
| Segment Profit | Quarter Ended December 31, 2021 | ||||||||||||||||||||||
| $ Change | % Chg | ||||||||||||||||||||||
| Batteries & Lights | |||||||||||||||||||||||
| Segment profit - prior year | $ | 180.5 | |||||||||||||||||||||
| Organic | (15.9) | (8.8) | % | ||||||||||||||||||||
| Change in Argentina | 3.0 | 1.7 | % | ||||||||||||||||||||
| Impact of currency | 0.8 | 0.4 | % | ||||||||||||||||||||
| Segment profit - current year | $ | 168.4 | (6.7) | % | |||||||||||||||||||
| Auto Care | |||||||||||||||||||||||
| Segment profit - prior year | 18.3 | ||||||||||||||||||||||
| Organic | (18.4) | (100.5) | % | ||||||||||||||||||||
| Impact of currency | (0.1) | (0.6) | % | ||||||||||||||||||||
| Segment profit - current year | $ | (0.2) | (101.1) | % | |||||||||||||||||||
| Total Segment Profit | |||||||||||||||||||||||
| Segment profit - prior year | 198.8 | ||||||||||||||||||||||
| Organic | (34.3) | (17.3) | % | ||||||||||||||||||||
| Change in Argentina | 3.0 | 1.5 | % | ||||||||||||||||||||
| Impact of currency | 0.7 | 0.4 | % | ||||||||||||||||||||
| Segment profit - current year | $ | 168.2 | (15.4) | % | |||||||||||||||||||
Refer to Note 6, Segments, in the Consolidated (Condensed) Financial Statements for a reconciliation from segment profit to earnings before income taxes.
Results for the Quarter Ended December 31, 2021
Global reported segment profit decreased 15.4% as compared to the prior year. Excluding the positive impact of currency of 0.4% and Argentina operations of 1.5%, organic operating profit decreased $34.3, or 17.3%. The organic decrease was driven by the decrease in organic net sales and increased operating costs including higher labor, tariffs and transportation costs, which unfavorably impacted gross margin. Further impacting the decline was the higher A&P compared to prior year due to the planned timing of spend in the current year.
Battery & Lights reported segment profit decreased by 6.7% as compared to the prior year. Organic segment profit decreased by $15.9, or 8.8%, due to the decrease in organic net sales discussed above and increased operating costs including higher labor, tariffs and transportation costs, which unfavorably impacted gross margin. Further impacting the decline was higher A&P from planned timing of spend.
Auto Care reported segment profit decreased as compared to the prior year driven by the unfavorable organic segment profit decline of $18.4. The organic revenue growth in Auto Care noted above was not enough to offset the increased product input costs which negatively impacted gross margin. The Company has executed price increases in the segment, but due to seasonality and timing, the benefits of these actions are coming in slower than the increased costs. The first fiscal quarter is our smallest sales and profitability quarter for Auto Care. The Company expects segment operating profit to recover over the remainder of the fiscal year as pricing actions are implemented and volumes increase heading into the auto care peak season.
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| General Corporate | For the Quarters Ended December 31, | ||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| General corporate and other expenses | $ | 21.7 | $ | 24.0 | |||||||||||||||||||
| % of Net Sales | 2.6 | % | 2.8 | % | |||||||||||||||||||
For the quarter ended December 31, 2021, general corporate and other expenses were $21.7, a decrease of $2.3 as compared to the prior year comparative period. The current quarter decrease was primarily driven by reduced stock compensation expense in the current year, partially offset by higher IT spending related to our digital transformation.
Liquidity and Capital Resources
Energizer’s primary future cash needs will be centered on operating activities, working capital, strategic investments and debt reductions. We believe that our future cash from operations, together with our access to capital markets, will provide adequate resources to fund our operating and financing needs. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) our financial condition and prospects, (ii) for debt, our credit rating, (iii) the liquidity of the overall capital markets and (iv) the current state of the economy. There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See the “Risk Factors” section of our Annual Report on Form 10-K for the year ended September 30, 2021 filed with the Securities and Exchange Commission on November 16, 2021 for additional information.
Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At December 31, 2021, Energizer had $221.2 of cash and cash equivalents, approximately 98% of which was held outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations.
In December 2020, the Company entered into a Credit Agreement which provided for a 5-year $400.0 revolving credit facility (2020 Revolving Facility) and a $1,200.0 Term Loan due December 2027. In December 2021, the Company amended the Credit Agreement to increase the 2020 Revolving Facility to $500.0.
The borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance. Borrowings under the 2020 Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, LIBOR or the Base Rate (as defined) plus the applicable margin. The Term Loan bears interest at a rate per annum equal to, at the option of the Company, LIBOR or Base Rate (as defined) plus the applicable margin.
As of December 31, 2021, the Company had $182.5 of outstanding borrowing under the 2020 Revolving Facility and $8.0 of outstanding letters of credit. Taking into account outstanding letters of credit, $309.5 remained available as of December 31, 2021. The Company is in compliance with the provisions and covenants associated with its debt agreements, and expects to remain in compliance throughout the next twelve months.
Operating Activities
Cash flow used by operating activities was $54.6 in the three months ended December 31, 2021, as compared to cash flow from operating activities of $76.3 in the prior year period. This change in cash flows of $130.9 was primarily driven by working capital changes year over year of approximately $109. The working capital change of approximately $109 was primarily a result of the following:
•Approximately $37 in increased inventory investment compared to the prior year as we have taken a proactive approach to invest in incremental safety stock given the continued volatility of the global supply network, including uncertainty around product sourcing, transportation challenges and labor availability; and
•Approximately $61 due to changes in accounts payable and accrued interest driven by timing of payments.
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Investing Activities
Net cash used by investing activities was $24.0 and $74.8 for the three months ended December 31, 2021 and 2020, respectively, and consisted of the following:
•Capital expenditures of $24.4 and $8.4 in the three months ended December 31, 2021 and 2020, respectively; and
•Acquisitions, net of cash acquired and working capital settlement was an inflow of $0.4 from the Formulations Acquisition working capital settlement in the three months ended December 31, 2021 and cash used of $66.4 for the FDK Indonesia Acquisition and Formulations Acquisition in fiscal 2021.
Total Investing cash outflows of approximately $55 to $65 are anticipated in fiscal 2022 for capital expenditures relating to maintenance, product development and cost reduction investments. Additional investing cash outflows totaling approximately $10 to $20 are anticipated in fiscal 2022 for the remaining investment in integration related capital expenditures for the Battery and Auto Care Acquisitions. The Company will also weigh market conditions and other capital needs, the potential impact of COVID-19 and other factors deemed relevant, in the decisions to prioritize or delay funding and may adjust these projected amounts if necessary.
Financing Activities
Net cash from financing activities was $61.4 for the three months ended December 31, 2021 as compared to cash used by financing activities of $955.2 in the prior fiscal year period. For the three months ended December 31, 2021, cash from financing activities consists of the following:
•Payments of debt with maturities greater than 90 days of $3.6, related to the quarterly principal payments on the Term Loan;
•Net increase in debt with original maturities of 90 days or less of $94.2 primarily related to borrowing under our 2020 Revolving Facility;
•Debt issuance costs of $2.5 relating to the amendment of the Credit Agreement in December 2021;
•Dividends paid on common stock of $20.5 (see below);
•Dividends paid on mandatory convertible preferred stock (MCPS) of $4.0 (see below); and
•Taxes paid for withheld share-based payments of $2.2.
For the three months ended December 31, 2020, cash used by financing activities consisted of the following:
•Cash proceeds from the issuance of debt with original maturities greater than 90 days of $550.0 relating to Term Loan funded December 2020;
•Payments of debt with maturities greater than 90 days of $1,383.3, primarily related to the repayment of the $750.0 Senior Notes due in 2026 in October 2020 and the $319.4 repayment of the Term Loan A and $313.5 Term Loan B during the fiscal quarter;
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•Net increase in debt with original maturities of 90 days or less of $1.2 related to borrowing of our foreign affiliates;
•Premiums paid on extinguishment of debt of $55.9 funded the October 2020 redemption of the $750.0 Senior Notes due in 2026;
•Debt issuance costs of $12.5 relating to the funding of the Term Loan in December 2020;
•Dividends paid on common stock of $22.7;
•Dividends paid on MCPS of $4.0;
•Common stock repurchases of $21.3 at an average price of $42.61 per share; and
•Taxes paid for withheld share-based payments of $6.7.
Dividends
On November 15, 2021, the Board of Directors declared a cash dividend for the first quarter of fiscal 2022 of $0.30 per share of common stock, payable on December 15, 2021. Subsequent to the end of the quarter, on January 31, 2022, the Board of Directors declared a cash dividend for the second quarter of 2022 of $0.30 per share of common stock, payable on March 16, 2022, to all shareholders of record as of the close of business on February 22, 2022.
The Company paid a cash dividend of $1.875 per share of MCPS on October 15, 2021 which had been declared in fiscal 2021. On November 15, 2021, the Board of Directors declared a cash dividend of $1.875 per share of MCPS to all shareholders of record as of the close of January 1, 2022. This dividend totaling $4.0 was accrued as of December 31, 2021 and was paid on January 15, 2022. Subsequent to the end of the quarter, all of the MCPS automatically converted to approximately 4.7 million of the Company's common stock. All dividends had been paid and no additional dividends will be paid on the MCPS.
Share Repurchases
In November 2020, the Company's Board of Directors put in place a new authorization for the Company to acquire up to 7.5 million shares of its common stock. The Company entered into a $75.0 accelerated share repurchase (ASR) program in the fourth quarter of fiscal 2021. Under the terms of the agreement, approximately 1.5 million shares were delivered in fiscal 2021 and an additional 0.5 million were delivered upon termination of the agreement on November 18, 2021. The Company acquired in total approximately 2.0 million shares at an average weighted price of $38.30 under the ASR.
Future share repurchases, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors. Share repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934.
The timing, declaration, amount and payment of future dividends to shareholders or repurchases of the Company’s Common stock will fall within the discretion of our Board of Directors. The Board’s decisions regarding the payment of dividends or repurchase of shares will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that our Board of Directors deems relevant.
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Other Matters
Environmental Matters
Accrued environmental costs at December 31, 2021 were $9.5. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors.
Contractual Obligations
The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's material future obligations include the contractual and purchase commitments described below.
The Company has a contractual commitment to repay its long-term debt of $3,330.1 based on the defined terms of our debt agreements. Within the next twelve months, the company is obligated to pay $12.0 of this total debt. Our interest commitments based on the current debt balance and LIBOR rate on drawn debt at December 31, 2021 is $848.3, with $125.1 expected within the next twelve months. The company has entered into an interest rate swap agreement that fixed the variable benchmark component (LIBOR) on $700.0 of variable rate debt. Refer to Note 8, Debt, for further details.
The Company has a long-term obligation to pay a mandatory transition tax of $16.7. No payments are required until fiscal 2024.
Additionally, Energizer has material future purchase commitments for goods and services which are legally binding and that specify all significant terms including price and/or quantity. Total future commitments for these obligations over the next 5 years is $33.2. Of this amount, $16.1 is due within the next twelve months. Refer to Note 14, Legal proceeding/contingencies and other obligations, for additional details.
Energizer is also party to various service and supply contracts that generally extend approximately one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position.
Finally, Energizer has operating and financing leases for real estate, equipment, and other assets that include future minimum payments with initial terms of one year or more. Total future operating and finance lease payments at December 31, 2021 are $165.0 and $84.0, respectively. Within the next twelve months, operating and finance lease payments are expected to be $19.1 and $4.8, respectively.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Sensitive Instruments and Positions
The market risk inherent in the Company's financial instruments’ positions represents the potential loss arising from adverse changes in currency rates, commodity prices and interest rates. The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. The Company's derivatives are used only for identifiable exposures, and we have not entered into hedges for trading purposes where the sole objective is to generate profits.
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Derivatives Designated as Cash Flow Hedging Relationships
A significant share of Energizer's product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations.
The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At December 31, 2021 and September 30, 2021, Energizer had unrealized pre-tax gains of $3.7 and $5.0, respectively, on these forward currency contracts accounted for as cash flow hedges, included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at December 31, 2021 levels over the next twelve months, $3.8 of the pre-tax gain included in Accumulated other comprehensive loss at December 31, 2021 is expected to be recognized in earnings. Contract maturities for these hedges extend into fiscal year 2023.
Derivatives Not Designated as Cash Flow Hedging Relationships
Energizer's foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar.
The Company enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contracts for the quarters ended December 31, 2021 and 2020 resulted in a gain of $1.9 and a loss of $0.9, respectively, and was recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.
Commodity Price Exposure
The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities.
The Company has entered into hedging contracts on future zinc purchases to reduce exposure to variability in cash flows associated with price volatility. The contracts are determined to be cash flow hedges and qualify for hedge accounting. The contract maturity for these hedges extend into the third fiscal quarter of 2022. There were 3 open contracts at December 31, 2021, with a total notional value of approximately $7. The pre-tax unrealized gain on the zinc contracts was $5.1 at December 31, 2021 and $4.7 at September 30, 2021, and was included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet.
Interest Rate Exposure
The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2021, Energizer had variable rate debt outstanding of $1,373.5 under the 2020 Term Loan and the 2020 Revolving Facility.
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In December 2020, the Company entered into a new interest rate swap (2020 Interest rate swap) with an effective date of December 22, 2020, that fixed the variable benchmark component (LIBOR) at an interest rate of 0.95% on variable rate debt of $550.0. The notional value increased to $700.0 on January 22, 2021, and will stay at that value through December 22, 2024. The notional value will decrease by $100.0 on December 22, 2024 and by $100.0 each year thereafter until its termination date on December 22, 2027.
At December 31, 2021 and September 30, 2021, Energizer recorded a unrealized pre-tax gain of $17.0 and $11.7 on the 2020 Interest rate swap, respectively. For the quarter ended December 31, 2021, our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was 2.94%.
Argentina Currency Exposure and Hyperinflation
Effective July 1, 2018, the financial statements for our Argentina subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. Under U.S. GAAP, an economy is considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100 percent. The Argentina economy exceeded the three year cumulative inflation rate of 100 percent as of June 2018. If a subsidiary is considered to be in a highly inflationary economy, the financial statements of the subsidiary must be remeasured into the Company’s reporting currency (U.S. dollar) and future exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than exclusively in the equity section of the balance sheet, until such time as the economy is no longer considered highly inflationary. It is difficult to determine what continuing impact the use of highly inflationary accounting for Argentina may have on our consolidated financial statements as such impact is dependent upon movements in the applicable exchange rates between the local currency and the U.S. dollar and the amount of monetary assets and liabilities included in our affiliates' balance sheet.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain a comprehensive set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to Energizer's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation performed, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2021, to provide reasonable assurance of the achievement of these objectives. Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company's reports.
The Chief Executive Officer and Chief Financial Officer have also determined in their evaluation that there was no change in the Company's internal control over financial reporting during the quarter ended December 31, 2021 that has materially affected or is reasonably likely to materially affect the Company's internal control over financial reporting.
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PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities.
Item 1A. Risk Factors
Our Annual Report on Form 10-K for the year ended September 30, 2021, which was filed with the Securities and Exchange Commission on November 16, 2021, contains a detailed discussion of risk factors that could materially adversely affect our business, operating results or financial condition. There have been no material changes to the risk factors included in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table reports purchases of equity securities during the first quarter of fiscal 2022 by Energizer and any affiliated purchasers pursuant to SEC rules, including any treasury shares withheld to satisfy employee withholding obligations upon vesting of restricted stock and the execution of net exercises.
| Issuer Purchases of Equity Securities | ||||||||||||||
| Period | Total Number of Shares Purchased (1) (2) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (3) | Maximum Number That May Yet Be Purchased Under the Plans or Programs (3) | ||||||||||
| October 1 - October 31 | 140 | $ | 39.64 | — | 5,492,462 | |||||||||
| November 1 - November 30 | 508,441 | 33.93 | 450,522 | 5,041,940 | ||||||||||
| December 1 - December 31 | — | — | — | 5,041,940 | ||||||||||
| Total | 508,581 | $ | 33.93 | 450,522 | 5,041,940 | |||||||||
(1) 58,059 shares purchased during the quarter relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock or execution of net exercises.
(2) The Company entered into a $75.0 accelerated share repurchase (ASR) program in the fourth quarter of fiscal 2021. The program settled on November 18, 2021, resulting in the delivery of an additional 450,522 shares to the Company in the first fiscal quarter and 1,958,060 over the entire program. The total number of shares delivered was based on the volume-weighted average stock prices (VWAP) of the Company’s common stock during the ASR period of $38.30.
(3) On November 12, 2020, the Board of Directors approved a new share repurchase authorization for the repurchase of up to 7.5 million shares, which replaced the previous authorization that was outstanding.
Item 6. Exhibits
See the Exhibit Index hereto.
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EXHIBIT INDEX
The exhibits below are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.
| Exhibit No. | Description of Exhibit | |||||||||||||
| Third Amended and Restated Articles of Incorporation of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 29, 2018). | ||||||||||||||
| Fourth Amended and Restated Bylaws of Energizer Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 17, 2020). | ||||||||||||||
| Certificate of Designations of the 7.50% Series A Mandatory Convertible Preferred Stock of Energizer Holdings, Inc., filed with the Secretary of State of the State of Missouri and effective January 17, 2019 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 18, 2019). | ||||||||||||||
10.1* | Form of Performance Restricted Stock Equivalent Award Agreement under the Energizer Holdings, Inc. Omnibus Incentive Plan | |||||||||||||
Amendment No. 2 and Increasing Lender Supplement, dated as of December 31, 2021, to the Amended and Restated Credit Agreement dated as of December 22, 2020 by and among the Company, each of the lenders identified therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 5, 2022). | ||||||||||||||
| Certification of periodic financial report by the Chief Executive Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification of periodic financial report by the Chief Financial Officer of Energizer Holdings, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
| Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Energizer Holdings, Inc. | ||||||||||||||
| Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Energizer Holdings, Inc. | ||||||||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||||||||
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENERGIZER HOLDINGS, INC. | |||||||||||
| Registrant | |||||||||||
| By: | /s/ John J. Drabik | ||||||||||
| John J. Drabik | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| Date: | February 7, 2022 | ||||||||||
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PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”) and the undersigned recipient (“Recipient”) hereby agree as follows:
ARTICLE I
COMPANY COVENANTS
The Company hereby covenants:
1.Award.
The Company, pursuant to the Energizer Holdings, Inc. Omnibus Incentive Plan (the “Plan”), grants to Recipient a Restricted Stock Unit Award (“Performance Units”) of __________________ restricted common stock units (“Target Performance Units”). This Award Agreement is subject to the provisions of the Plan and to the following terms and conditions, and is granted on ______________, _______ (“Date of Grant”).
2.Vesting; Payment.
Vesting of the Performance Units is contingent upon achievement of performance targets for the period from October 1, _____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units have not been forfeited pursuant to Section 5 below, a number of Performance Units will vest on the date the Human Capital Committee of the Board of Directors of the Company (the “Committee”) certifies and approves the results for the Performance Period (the “Vesting/Payment Date”) as follows.
Whether and to what extent the Target Performance Units shall vest will be determined based on the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and the Company’s total shareholder return (“TSR”) relative to the TSR of a Peer Group (as defined below) (“Relative TSR”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the tables below:
Metric | Adjusted Cumulative Earnings Per Share (50%) | ||||||||||
Performance Level | Threshold | Target | Stretch | ||||||||
Goal | $ | $ | $ | ||||||||
| Performance Level | Relative Three-Year TSR Percentile Rank (50%) | ||||
| Threshold | 25th | ||||
| Target | 50th | ||||
| Stretch | 75th | ||||
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Upon attainment of “threshold” performance for the Performance Period in either EPS or Relative TSR, 25% of the Target Performance Units will vest, with 50% of such Target Performance Units vesting upon attainment of “threshold” performance for both EPS and Relative TSR.
Upon attainment of “target” performance for the Performance Period in either EPS or Relative TSR, 50% of the Target Performance Units will vest, with 100% of such Target Performance Units vesting upon attainment of “target” performance for both EPS and Relative TSR.
Upon attainment of “stretch” performance for the Performance Period in either EPS or Relative TSR, 100% of the Target Performance Units will vest, with 200% of such Target Performance Units vesting upon attainment of “stretch” performance for both EPS and Relative TSR.
In the event either EPS or Relative TSR performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold.
In the event the Company has a negative Relative TSR performance for the Performance Period, the Target Performance Units shall vest no more than 100% of such Target Performance Units, irrespective of the Company’s ranking among the Peer Group (as defined below).
For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share” (determined in accordance with generally accepted accounting principles), as reasonably determined by the Company and approved by the Committee, adjusted to account for:
•the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock;
•a corporate transaction, such as any merger of the Company with another corporation; any consolidation of the Company and another corporation into another corporation; any separation of the Company or its business units (including a spin-off or other distribution of stock or property by the Company);
•any reorganization of the Company; or any partial or complete liquidation by the Company; or sale of all or substantially all of the assets of the Company;
•the exclusion of non-consolidated subsidiaries;
•unusual or non-recurring accounting impacts or changes in accounting standards or treatment;
•costs associated with events such as plant closings, sales of facilities or operations; and business restructurings; or
•unusual or extraordinary items (as reported within our external filings).
For purposes of this Agreement, “TSR” shall mean the total shareholder return as determined by dividing (i) the sum of (A) the Ending Period Average Price (as defined below) minus the Beginning Period Average Price (as defined below) plus (B) all dividends and other distributions paid on the Company’s shares during the Performance Period, assuming such dividends and other distributions are invested in shares on the ex-dividend date for such dividend or other distribution, by (ii) the Beginning Period Average Price. The Committee shall have the authority to make appropriate equitable adjustments to account for extraordinary items affecting the TSR.
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For purposes of calculating TSR, “Beginning Period Average Price” shall mean the average official closing price per share of the Company over the 60 consecutive trading days immediately prior to and including __________________ (if the applicable day is not a trading day, the immediately preceding trading day).
For purposes of calculating TSR, “Ending Period Average Price” shall mean the average official closing price per share of the Company over the 60 consecutive trading days immediately prior to and including __________________ (if the applicable day is not a trading day, the immediately preceding trading day).
For purposes of this Agreement, “Peer Group” shall mean ______________________________. Constituents of the Peer Group (the “Peer Companies”) may be changed as follows:
•In the event a Peer Company liquidates or reorganizes under the United States Bankruptcy Code (U.S.C. Title 11) before the end of the Performance Period, such Peer Company shall remain in the Peer Group.
•In the event of a merger, acquisition or business combination transaction of a Peer Company with or by another Peer Company, the surviving entity shall remain in the Peer Group.
•In the event of a merger of a Peer Company with an entity that is not a Peer Company, or the acquisition or business combination transaction by or with a Peer Company, or with an entity that is not a Peer Company, in each case where the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain in the Peer Group.
•In the event of a merger or acquisition or business combination transaction of a Peer Company by or with an entity that is not a Peer Company, a “going private” transaction involving a Peer Company where the Peer Company is not the surviving entity or is otherwise no longer publicly traded, the company shall no longer be in the Peer Group.
•In the event of a stock distribution from a Peer Company consisting of the shares of a new publicly-traded company (a “spin-off”), the Peer Company shall remain in the Peer Group and the stock distribution shall be treated as a dividend from the Peer Company based on the closing price of the shares of the spun-off company on its first day of trading. The performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR.
•Otherwise as the Committee shall determine is necessary and appropriate to prevent enlargement or dilution of rights.
Any adjustments under the terms of this Agreement shall be determined by Committee in its sole and absolute discretion until the Vesting/Payment Date. The Committee may also otherwise reduce or eliminate any vesting called for by the terms of this Agreement at any time in its sole and absolute discretion until the Vesting/Payment Date.
Upon vesting, as described above, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s Common Stock, $0.01 par value (“Common Stock”), for each Performance Unit that so vests. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on the Vesting/Payment Date. Any Performance Units that are scheduled to vest on such Vesting/Payment Date that do not so vest because the threshold performance criteria related to such Performance Units was not achieved shall be forfeited and the Recipient and his or her beneficiaries will have no further rights with respect thereto.
3.Additional Cash Payment.
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On the Vesting/Payment Date (or the date of transfer of accelerated Performance Units pursuant to Section 4 below), the Company shall pay the Recipient or his or her beneficiary an amount equal to the amount of cash dividends, if any, that would have been paid to the Recipient between the effective date and such Vesting/Payment Date had vested shares of Common Stock been issued to the Recipient in lieu of the Performance Units that so vested as well as any cash dividend for which the record date has passed but the payment date has not yet occurred. Such amounts shall be paid in a single lump-sum on such Vesting/Payment Date or as soon as practicable following an accelerated vesting payment described in Section 4 which requires payment prior to the Vesting/Payment Date. No interest shall be included in the calculation of such additional cash payment.
4.Acceleration.
Notwithstanding the provisions of Section 2 above, the Target Performance Units then outstanding will immediately vest in the event of the Recipient’s death.
Notwithstanding the foregoing or the provisions of Section 2 above, a Pro-Rata Portion of Units then outstanding will immediately vest in the event of:
(a)Recipient’s Disability; or
(b)the Recipient’s voluntary Termination of Employment more than twelve (12) months after the Date of Grant and Recipient, as of the date of such Termination of Employment, (i) is at least 55 years of age, and (ii) has ten (10) or more Years of Service. (together, the “Age and Service Requirements”).
Notwithstanding the foregoing or the provisions of Section 2 above, the Target Performance Units are subject to the provisions of the Plan set forth in Section IX.G. - “Effect of a Change of Control.”
Upon vesting, as described in this Section 4, other than as a result of voluntary Termination of Employment upon satisfaction of the Age and Service Requirements, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s Common Stock for each Performance Unit that so vests. Any shares so transferrable shall be issued to the Recipient or his or her beneficiary on, or as soon as practicable after the date of such accelerated vesting, but in no event later than the last day of the calendar year in which such event occurs or, if later, the 15th day of the third calendar month following the month in which such vesting event occurs.
Upon vesting, as described in this Section 4, as a result of voluntary Termination of Employment upon satisfaction of the Age and Service Requirements, the Company shall transfer to such Recipient one share of the Company’s Common Stock for each Performance Unit that so vests at the same time that he or she would have received such transfer if his or her employment had not terminated, in accordance with the payment terms in Section 2.
5.Forfeiture.
All rights in and to any and all Performance Units granted pursuant to this Award Agreement, and to any shares of Common Stock that would be issued to the Recipient in connection with the vesting of such Performance Unit that have not vested by the Vesting/Payment Date, as described in Section 2 above, or as described in Section 4 above, shall be forfeited. In addition, except as provided below in this Section 5, all rights in and to any and all Performance Units granted pursuant to this Award Agreement that have not vested in accordance with the terms hereof, and to any shares of Common Stock that would be issued to the Recipient in connection with the vesting of such Performance Unit, shall be forfeited upon:
(a)the Recipient’s involuntary Termination of Employment;
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(b)the Recipient’s voluntary Termination of Employment except following satisfaction of the Age and Service Requirements or except under the circumstances described in Section IX.G. of the Plan; or
(c)a determination by the Committee that the Recipient engaged in Competition (as defined in the Plan) with the Company or other conduct contrary to the best interests of the Company in violation of Article II of this Agreement.
6.Shareholder Rights; Adjustment of Units.
Recipient shall not be entitled, prior to the issuance of shares of Common Stock in connection with the vesting of a Performance Unit, to any rights as a shareholder with respect to such shares of Common Stock, including the right to vote, sell, pledge, transfer or otherwise dispose of the shares. Recipient shall, however, have the right to designate a beneficiary to receive such shares of Common Stock under this Award Agreement, subject to the provisions of Section VIII of the Plan. The number of Performance Units credited to Recipient shall be adjusted in accordance with the provisions of Section IX(F) of the Plan.
7.Other.
The Company reserves the right, as determined by the Committee, to convert the Performance Units granted pursuant to this Award Agreement to a substantially equivalent award and to make any other modification it may consider necessary or advisable to comply with any applicable law or governmental regulation, or to preserve the tax deductibility of any payments hereunder. Notwithstanding the foregoing, the Company shall not so convert such Performance Units to the extent such conversion could result in the imposition of negative tax consequences for the Recipient under Code Section 409A. Shares of Common Stock shall be withheld in satisfaction of federal, state, and local or other international withholding tax obligations arising upon the vesting of such Performance Units. Shares of Common Stock tendered as payment of required withholding shall be valued at the Fair Market Value of the Company’s Common Stock on the date such withholding obligation arises.
8.Code Section 409A.
It is intended that this Award Agreement either be exempt from or comply with the requirements of Code Section 409A. The Plan will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Award Agreement to fail to satisfy Code Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Code Section 409A). Notwithstanding any other provision of this Award Agreement or the Plan to the contrary, if a Recipient is considered a “specified employee” for purposes of Code Section 409A, any payment that constitutes “deferred compensation” within the meaning of Code Section 409A that is otherwise due to the Recipient as a result of such Recipient’s “separation from service” under this Award Agreement or the Plan during the six-month period immediately following Recipient’s “separation from service” shall be accumulated and paid to the Recipient on the date that is as soon as administratively feasible after six months following such “separation from service”.
9.Definitions.
Except as otherwise provided below, all defined terms in this Award Agreement shall have the same meaning as such defined term has in the Plan:
Disability shall mean the Recipient is unable to perform the required duties in relation to their current occupation by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.Pro-Rata Portion of Units shall mean the number of Target Performance Units subject to this Award Agreement multiplied by a fraction, the numerator of which is the number of months of
5
service in the Performance Period that begins on the Date of Grant and ends on the date of the relevant vesting acceleration event described in Section 4 above, and the denominator of which is the number of months in the Performance Period.
Termination of Employment shall mean a “separation from service” with the Company and its Affiliates, within the meaning of Code Section 409A.
Years of Service shall mean the number of years of service the Recipient is credited with for vesting purposes under any U.S. qualified plan maintained by the Company, regardless of whether the Recipient is a participant in such plan.
ARTICLE II
RECIPIENT COVENANTS
RECIPIENT COVENANTS
Recipient hereby covenants:
1.Confidential Information.
By executing this Award Agreement, I agree that I shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of my assigned duties and for the benefit of the Company, either during the period of my employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its affiliates, or their businesses, which I shall have obtained during my employment by the Company or an affiliate. The foregoing shall not apply to information that (a) was known to the public prior to its disclosure to me; (b) becomes known to the public subsequent to disclosure to me through no wrongful act of mine or any of my representatives; or (c) I am required to disclose by applicable law, regulation or legal process (provided that I provide the Company with prior notice of the contemplated disclosure and reasonably cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (a) or (b) of the preceding sentence, my obligation to maintain such disclosed information in confidence shall not terminate if only portions of the information are in the public domain.
With respect to trade secrets, I understand that pursuant to 18 U.S.C. §1833(b), I will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. I acknowledge that I will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If I file a lawsuit for retaliation by an employer for reporting a suspected violation of law, I acknowledge that I may disclose the trade secret to my own legal counsel and use the trade secret information in the court proceeding, if I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to a court order.
I understand that the provisions of this paragraph 1 or any other paragraph in this Agreement shall not be construed to prevent me from filing a charge, or whistleblower or other complaint, with the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”) or other government agency to the extent I am permitted to do so by law, and this Agreement is not intended to interfere with my right to testify, participate, and cooperate with an investigation or proceeding conducted by the EEOC the SEC or any other government agency.
2.Non-Competition.
By executing this Award Agreement, I acknowledge that my services are of a unique nature for the Company that are irreplaceable, and that my performance of such services for a competing business will result in irreparable harm to the Company and its affiliates. Accordingly, during my employment with the Company or any affiliate and for the two (2) year period thereafter, I agree that I
6
will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its affiliates is engaged on the date of termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date and in which I have been involved to any extent (on other than a de minimus basis) at any time during the two (2) year period ending with my date of termination, in any locale of any country in which the Company or any of its affiliates conducts business. This subsection shall not prevent me from owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business. I agree that the foregoing restrictions are reasonable, necessary, and enforceable for the protection of the goodwill and business of the Company.
3.Non-Solicitation.
During my employment with the Company or an affiliate and for the two (2) year period thereafter, I agree that I will not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (a) any employee of the Company or any affiliate to leave such employment in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or knowingly take any action to hire or to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee, or (b) any customer of the Company or any affiliate to purchase goods or services then sold by the Company or any affiliate from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer. I agree that the foregoing restrictions are reasonable, necessary, and enforceable in order to protect the Company’s trade secrets, confidential and proprietary information, goodwill, and loyalty.
4.Non-Disparagement.
I agree not to make any statements that disparage the Company or its affiliates or their respective employees, officers, directors, products or services, and the Company, by its execution of this Award Agreement agrees that it and its affiliates and their respective executive officers and directors shall not make any such statements regarding me. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this subsection.
5.Reasonableness.
In the event any of the provisions of this Article II shall ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.
6.Equitable Relief.
(a)I acknowledge that the restrictions contained in this Article II are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have granted me this Award Agreement in the absence of such restrictions, and that any violation of any provisions of this Article II will result in irreparable injury to the Company and its affiliates. By agreeing to accept this Award Agreement, I represent that my experience and capabilities are such that the restrictions contained herein will not prevent me from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. I further represent and acknowledge that I have been advised by the Company to consult my own legal counsel in respect of this Award Agreement, and I have had full opportunity, prior to agreeing to accept this Award Agreement, to review thoroughly its terms and provisions with my counsel.
7
(b)I agree that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Article II, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.
(c)I irrevocably and unconditionally consent to the service of any process, pleadings notices or other papers in a manner permitted by law.
7.Waiver; Survival of Provisions.
The failure by the Company to enforce at any time any of the provisions of this Article II or to require at any time performance by me of any provisions hereof, shall in no way be construed to be a release of me or waiver of such provisions or to affect the validity of this Award Agreement or any part hereof, or the right of the Company thereafter to enforce every such provision in accordance with the terms of this Award Agreement. The obligations contained in this Article II shall survive the termination of my employment with the Company or any affiliate and shall be fully enforceable thereafter.
8.Governing Law.
All questions pertaining to the validity, construction, execution, and performance of this Award Agreement shall be construed in accordance with, and be governed by, the laws of the State of Missouri, without giving effect to the choice of law principles thereof.
ARTICLE III
OTHER AGREEMENTS
OTHER AGREEMENTS
1.Clawback and Insider Trading Policy.
The Recipient hereby agrees to be governed and bound by the terms of (i) the Energizer Holdings, Inc. Incentive Compensation Recoupment Policy, as may be amended from time to time, including such provisions therein that govern recoupment of amounts payable pursuant to this Award Agreement, (ii) the Energizer Holdings, Inc. Insider Trading Policy, as may be amended from time to time, and (iii) any similar policies adopted by the Company or the Board of Directors of the Company from time to time.
2.Notices.
Any notices necessary or required to be given under this Award Agreement shall be sufficiently given if in writing, and personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the last known addresses of the parties hereto, or to such other address or addresses as any of the parties shall have specified in writing to the other party hereto.
3.Entire Agreement.
This Award Agreement constitutes the entire agreement of the parties hereto with respect to the matters contained herein, and no modification, amendment, or waiver of any of the provision of this Award Agreement shall be effective unless in writing and signed by all parties hereto; provided that, no consent by the Recipient is required to the extent the Company desires to accelerate payment under this Award Agreement in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4). This Award Agreement constitutes the only agreement between the parties hereto with respect to the matters herein contained.
4.Waiver.
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No change or modification of this Award Agreement shall be valid unless the same is in writing and signed by all the parties hereto. No waiver of any provision of this Award Agreement shall be valid unless in writing and signed by the party against whom it is sought to be enforced.
5.Counterparts; Effect of Recipient’s Signature.
This Award Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart. The provisions of this Award Agreement shall not be valid and in effect until such execution by both parties. By the execution of this Award Agreement, Recipient signifies that Recipient has fully read, completely understands, and voluntarily agrees with this Award Agreement and knowingly and voluntarily accepts all of its terms and conditions.
6.Effective Date.
This Award Agreement shall be deemed to be effective as of the Date of Grant.
IN WITNESS WHEREOF, the Company duly executed this Award Agreement as of the Date of Grant and Recipient duly executed this Award Agreement upon Recipient’s electronic acceptance of the award.
| ACKNOWLEDGED AND ACCEPTED: | ENERGIZER HOLDINGS, INC. | ||||
Recipient | By: Mark S. LaVigne Chief Executive Officer | ||||
9
Exhibit 31.1
Certification of Chief Executive Officer
I, Mark S. LaVigne, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 7, 2022
| /s/ Mark S. LaVigne | ||
| Mark S. LaVigne | ||
| President and Chief Executive Officer | ||
Exhibit 31.2
Certification of Executive Vice President and Chief Financial Officer
I, John J. Drabik, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Energizer Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
Date: February 7, 2022
| /s/ John J. Drabik | ||
| John J. Drabik | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark S. LaVigne, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 7, 2022
| /s/ Mark S. LaVigne | ||
| Mark S. LaVigne | ||
| President and Chief Executive Officer | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Energizer Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John J. Drabik, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my best knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 7, 2022
| /s/ John J. Drabik | ||
| John J. Drabik | ||
| Executive Vice President and Chief Financial Officer | ||