EDGEWELL PERSONAL CARE Co 10-Q for FY2025 Q2
EDGEWELL PERSONAL CARE Co (EPC)
10-Q
2025-05-07
For: 2025-03-31
View Original
Added on
April 08, 2026
About this 10-Q
EDGEWELL PERSONAL CARE Co filed this 10-Q on May 7, 2025, covering the quarter ended March 31, 2025 (FY2025 Q2).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $580.7M
- down 3.1% from $599.4M a year earlier
- Net income
- $29M
- down 19.4% from net income of $36M a year earlier
- Diluted EPS
- $0.60
- down 16.7% from $0.72 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
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: 001-15401
____________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | |||||||||||||
| (Registrant’s telephone number, including area code) | ||||||||||||||
| (Address of principal executive offices and zip 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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☐ | (Do not check if a smaller reporting company) | 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 outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Common shares, $0.01 par value - 47,029,658 shares as of April 30, 2025.
EDGEWELL PERSONAL CARE COMPANY
INDEX TO FORM 10-Q
| PART I. | FINANCIAL INFORMATION | |||||||
| Item 1. | Financial Statements | |||||||
Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and six months ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024 | ||||||||
Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2025 and 2024 | ||||||||
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended March 31, 2025 and 2024 | ||||||||
| Notes to Condensed Consolidated 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 1A. | Risk Factors | |||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |||||||
| Item 5. | Other Information | |||||||
| Item 6. | Exhibits | |||||||
| SIGNATURE | ||||||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(unaudited, in millions, except per share data)
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expense | |||||||||||||||||||||||
| Advertising and sales promotion expense | |||||||||||||||||||||||
| Research and development expense | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Interest expense associated with debt | |||||||||||||||||||||||
| Other (income) expense, net | ( | ||||||||||||||||||||||
| Earnings before income taxes | |||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic net earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Statements of Comprehensive Income: | |||||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
Pension and postretirement activity, net of tax (benefit) of $( | ( | ( | |||||||||||||||||||||
Deferred loss on hedging activity, net of tax (benefit) of $( | ( | ( | |||||||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ( | |||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in millions, except share data)
| March 31, 2025 | September 30, 2024 | ||||||||||
| Assets | |||||||||||
| 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 | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Notes payable | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders’ equity | |||||||||||
Preferred shares, $ | — | — | |||||||||
Common shares, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Common shares in treasury at cost, | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
| Six Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flow from Operating Activities | |||||||||||
| Net earnings | $ | $ | |||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation expense | |||||||||||
| Loss on sale of assets | |||||||||||
| Deferred compensation payments | ( | ( | |||||||||
| Deferred income taxes | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Changes in operating assets and liabilities | ( | ( | |||||||||
| Net cash (used for) provided by operating activities | ( | ||||||||||
| Cash Flow from Investing Activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Collection of deferred purchase price on accounts receivable sold | |||||||||||
| Other, net | ( | ( | |||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash Flow from Financing Activities | |||||||||||
| Cash proceeds from debt with original maturities greater than 90 days | |||||||||||
| Cash payments on debt with original maturities greater than 90 days | ( | ( | |||||||||
| Proceeds from debt with original maturities of 90 days or less | |||||||||||
| Repurchase of shares | ( | ( | |||||||||
| Dividends to common shareholders | ( | ( | |||||||||
| Net financing inflow from the Accounts Receivable Facility | |||||||||||
| Employee shares withheld for taxes | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash provided by (used for) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
EDGEWELL PERSONAL CARE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(unaudited, in millions)
| Common Shares | Treasury Shares | ||||||||||||||||||||||||||||||||||||||||||||||
| Number | Par Value | Number | Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Pension and postretirement activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Deferred loss on hedging activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of shares including excise tax | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Activity under share plans | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Deferred gain on hedging activity | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of shares including excise tax | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Activity under share plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
6
| Common Shares | Treasury Shares | ||||||||||||||||||||||||||||||||||||||||||||||
| Number | Par Value | Number | Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Pension and postretirement activity | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Deferred loss on hedging activity | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of shares including excise tax | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Activity under share plans | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Pension and postretirement activity | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Deferred gain on hedging activity | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared to common shareholders | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchase of shares including excise tax | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Activity under share plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | ( | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
EDGEWELL PERSONAL CARE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited, in millions, except per share data)
Note 1 - Background and Basis of Presentation
Background
Edgewell Personal Care Company and its subsidiaries (collectively, “Edgewell” or the “Company”) is one of the world’s largest manufacturers and marketers of personal care products in the wet shave, sun and skin care, and feminine care categories. With operations in approximately 20 countries, the Company’s products are widely available in more than 50 countries.
The Company conducts its business in the following three segments:
•Wet Shave consists of products sold under the Schick®, Wilkinson SwordTM, Edge, Skintimate®, Billie®, Shave Guard and our custom brands group (formerly sold under our Shave Guard and Personna® brands), as well as non-branded products. The Company’s wet shave products include razor handles and refillable blades, disposable shave products, and shaving gels and creams.
•Sun and Skin Care consists of Banana Boat® and Hawaiian Tropic® sun care products, Jack Black®, Bulldog® and Cremo® men’s and women’s grooming products, Billie women’s grooming products and Wet Ones® products.
•Feminine Care includes tampons, pads and liners sold under the Playtex Gentle Glide® and Sport®, Stayfree®, Carefree®, and o.b.® brands.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results may differ materially from those estimates. All intercompany balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments considered necessary for a fair statement have been included in the interim results reported. The fiscal year-end balance sheet data was derived from audited consolidated financial statements, but do not include all of the annual disclosures required by GAAP; accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited annual consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on November 14, 2024, as amended on November 21, 2024.
Certain immaterial prior year amounts have been reclassified to conform with the current year’s presentation.
Recently Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to update income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.
8
In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to expand reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024. Retrospective application is required for all prior periods presented and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.
No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Condensed Consolidated Financial Statements.
Recently Adopted Accounting Pronouncements
In September 2022, the FASB issued Accounting Standards Update 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations" which requires that a buyer in a supplier finance program disclose additional information about the program for financial statement users including a rollforward of those obligations. The Company adopted the standard as of October 1, 2023, except for amendments relating to the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023.
Note 2 - Restructuring Charges
Operating Model Redesign
In fiscal 2025, the Company continues to take actions to strengthen its operating model, simplify the organization’s ways of working and improve manufacturing and supply chain efficiency and productivity. As a result of these actions, the Company expects to incur restructuring and repositioning related charges of approximately $14 in fiscal 2025. The Company has incurred restructuring and repositioning related charges as follows:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Severance and related costs | $ | $ | $ | $ | |||||||||||||||||||
| Asset write-off and accelerated depreciation | |||||||||||||||||||||||
| Consulting, project implementation and management, and other exit costs | |||||||||||||||||||||||
| Total restructuring and repositioning charges | $ | $ | $ | $ | |||||||||||||||||||
9
Consolidation of Mexico Facilities
In fiscal 2024, the Company announced certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, the Company is anticipating incurring restructuring and repositioning charges of $19 in fiscal 2025 and is expected to be completed by the second quarter of fiscal 2026.
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Severance and related benefit costs (1) | $ | ( | $ | ( | |||||||||||||||||||
| Asset write-off and accelerated depreciation | |||||||||||||||||||||||
| Consulting, project implementation and management, and other exit costs | |||||||||||||||||||||||
Total restructuring and repositioning charges (2) | $ | $ | $ | $ | |||||||||||||||||||
(1) Due to natural workforce attrition, the Company has recorded an adjustment to the severance accrual that was recorded as of September 30, 2024.
(2) The Company does not include restructuring costs in the results of its reportable segments; however, these charges are related to the Wet Shave segment.
Restructuring Reserves
| Operating Model Redesign | Consolidation of Mexico Facilities | Total | |||||||||||||||||||||||||||
| Severance and related benefit costs | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | ||||||||||||||||||||||||||
| Charge to income | ( | ||||||||||||||||||||||||||||
| Cash payments | ( | ( | |||||||||||||||||||||||||||
| Non-cash utilization | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | |||||||||||||||||||||||||||||
| Asset write-off and accelerated depreciation | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | — | — | — | ||||||||||||||||||||||||||
| Charge to income | |||||||||||||||||||||||||||||
| Non-cash utilization | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | — | — | — | ||||||||||||||||||||||||||
| Consulting, project implementation and management, and other exit costs | |||||||||||||||||||||||||||||
| Balance at September 30, 2024 | |||||||||||||||||||||||||||||
| Charge to income | |||||||||||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||||||||
| Non-cash utilization | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | |||||||||||||||||||||||||||||
| Total restructuring activities and related accrual | $ | $ | $ | ||||||||||||||||||||||||||
10
Note 3 - Income Taxes
The source of income taxes are below:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
For the three and six months ended March 31, 2025, the difference between the federal statutory rate and the effective rate was primarily due to an unfavorable mix of earnings in higher tax rate jurisdictions.
For the three and six months ended March 31, 2024, the difference between the federal statutory rate and the effective rate was primarily due to an unfavorable mix of earnings in higher tax rate jurisdictions.
Note 4 - Earnings per Share
Basic earnings per share is based on the weighted-average number of common shares outstanding during the period. Diluted net earnings per share is based on the number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of share options, restricted share equivalent (“RSE”) and performance restricted share equivalent (“PRSE”) awards.
The following is the reconciliation between the number of weighted-average shares used in the basic and diluted net earnings per share calculation:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Options, RSE and PRSE awards | |||||||||||||||||||||||
| Total dilutive securities | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
The following weighted-average common shares were excluded from the calculation of diluted net earnings per share because the effect of including these awards was antidilutive.
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Options, RSE and PRSE awards | |||||||||||||||||||||||
11
Note 5 - Inventories
| March 31, 2025 | September 30, 2024 | ||||||||||
| Inventories | |||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished products | |||||||||||
| Total inventories | $ | $ | |||||||||
Note 6 - Property, Plant and Equipment (“PP&E”)
| March 31, 2025 | September 30, 2024 | ||||||||||
| Property, Plant and Equipment | |||||||||||
| Land | $ | $ | |||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Capitalized software costs | |||||||||||
| Construction in progress | |||||||||||
| Total gross property, plant and equipment | |||||||||||
| Accumulated depreciation and amortization | ( | ( | |||||||||
| Total property, plant and equipment, net | $ | $ | |||||||||
The components of depreciation expense for PP&E, net and amortization expense for capitalized software costs were as follows:
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Depreciation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Amortization expense associated with capitalized software | ||||||||||||||||||||||||||
12
Note 7 - Goodwill and Intangible Assets
The following table sets forth goodwill by segment:
| Wet Shave | Sun and Skin Care | Feminine Care | Total | ||||||||||||||||||||
| Gross balance as of September 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated goodwill impairment | ( | ( | ( | ||||||||||||||||||||
| Net balance as of September 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
Changes in the six months ended March 31, 2025 | |||||||||||||||||||||||
| Cumulative translation adjustment | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Gross balance as of March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated goodwill impairment | ( | ( | ( | ||||||||||||||||||||
Net balance as of March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
The following table sets forth intangible assets by class:
| March 31, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net | Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Indefinite lived | |||||||||||||||||||||||||||||||||||
| Trade names and brands | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||
| Amortizable | |||||||||||||||||||||||||||||||||||
| Trade names and brands | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Technology and patents | |||||||||||||||||||||||||||||||||||
| Customer related and other | |||||||||||||||||||||||||||||||||||
| Amortizable intangible assets | |||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
13
Amortization expense was $7.7 and $15.5 for the three and six months ended March 31, 2025, respectively. Amortization expense was $7.8 and $15.6 for the three and six months ended March 31, 2024, respectively. Estimated amortization expense for amortizable intangible assets is as follows:
| Estimated amortization expense | |||||
| Remainder of fiscal year 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
Goodwill and intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for impairment or when indicators of a potential impairment are present. The Company’s annual impairment testing date is July 1. An interim impairment analysis may indicate that carrying amounts of goodwill and other intangible assets require adjustment or that remaining useful lives should be revised. The Company continuously monitors events which could trigger an interim impairment analysis, such as changing business conditions, our financial performance and our market capitalization. The Company determined there were no triggering events requiring an interim impairment analysis during the three and six months ended March 31, 2025.
Note 8 - Supplemental Balance Sheet Information
| March 31, 2025 | September 30, 2024 | ||||||||||
| Other Current Assets | |||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Value added tax receivables | |||||||||||
| Income taxes receivable | |||||||||||
| Other | |||||||||||
| Total other current assets | $ | $ | |||||||||
| Other Current Liabilities | |||||||||||
| Accrued advertising and sales promotion | $ | $ | |||||||||
| Accrued trade allowances | |||||||||||
| Accrued salaries, vacations and incentive compensation | |||||||||||
| Income taxes payable | |||||||||||
| Returns reserve | |||||||||||
| Accrued interest | |||||||||||
| Short term lease obligation | |||||||||||
| Other | |||||||||||
| Total other current liabilities | $ | $ | |||||||||
| Other Liabilities | |||||||||||
| Pensions and other retirement benefits | $ | $ | |||||||||
| Other | |||||||||||
| Total other liabilities | $ | $ | |||||||||
14
Note 9 - Accounts Receivable Facilities
The Company participates in accounts receivable facility programs both in the United States and Japan. These receivable agreements are between the Company and MUFG Bank, LTD (“MUFG”), and the subsidiaries of both parties. Transfers under the accounts receivable repurchase agreements are accounted for as sales of accounts receivables, resulting in the receivables being derecognized from the Condensed Consolidated Balance Sheets. MUFG, as the purchaser assumes the credit risk at the time of sale and has the right at any time to assign, transfer, or participate any of its rights under the purchased receivables to another bank or financial institution. The purchase and sale of receivables under accounts receivable repurchase agreements is intended to be an absolute and irrevocable transfer without recourse by the purchaser to the Company for the creditworthiness of any obligor. The Company has considered its performance obligation to collect and service the receivables sold in the United States and Japan and has determined that the costs associated with such services are not material. The Company has deemed the compensation received acceptable servicing compensation and as such, the Company does not recognize a servicing asset or liability.
Note 10 - Debt
The detail of long-term debt was as follows:
| March 31, 2025 | September 30, 2024 | ||||||||||
| Senior notes, fixed interest rate of 5.5%, due 2028 | $ | $ | |||||||||
| Senior notes, fixed interest rate of 4.1%, due 2029 | |||||||||||
| U.S. Revolving Credit Facility | |||||||||||
| Total | |||||||||||
Less unamortized debt issuance costs and discount (1) | |||||||||||
| Total long-term debt | $ | $ | |||||||||
(1)As of March 31, 2025, debt issuance costs were $4.7 and $3.2 related to the Senior Notes due 2028 and the Senior Notes due 2029, respectively. As of September 30, 2024, debt issuance costs were $5.4 and $3.6 related to the Senior Notes due 2028 and the Senior Notes due 2029, respectively.
15
Note 11 - Retirement Plans
The Company has several defined benefit pension plans covering employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on years of service and compensation. The Company also sponsors or participates in several other non-U.S. pension and postretirement arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented below.
The Company’s net periodic pension and postretirement costs for its material plans were as follows:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Recognized net actuarial loss | |||||||||||||||||||||||
| Net periodic cost | $ | $ | $ | $ | |||||||||||||||||||
The service cost component of the net periodic cost associated with the Company’s retirement plans is recorded to Cost of products sold and SG&A on the Condensed Consolidated Statement of Earnings and Comprehensive (Loss) Income. The remaining net periodic cost is recorded to Other (income) expense, net on the Condensed Consolidated Statement of Earnings and Comprehensive (Loss) Income.
Note 12 - Shareholders’ Equity
Share Repurchases
In January 2018, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to 10.0 shares of the Company’s common stock, replacing the previous share repurchase authorization from May 2015. The Company repurchased 1.9 shares of its common stock for $65.7 during the six months ended March 31, 2025. As of March 31, 2025, there are 1.1 shares of common stock available for repurchase in the future under the Board’s authorization. Any future share repurchases may be made in the open market, privately negotiated transactions, or otherwise permitted, and in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs, and other factors.
Dividends
Dividend activity in the six months ended March 31, 2025 are as follows:
| Date Declared | Record Date | Payable Date | Amount Per Share | |||||||||||||||||
| August 6, 2024 | September 4, 2024 | October 3, 2024 | $ | |||||||||||||||||
| October 31, 2024 | December 3, 2024 | January 8, 2025 | $ | |||||||||||||||||
| February 6, 2025 | March 5, 2025 | April 9, 2025 | $ | |||||||||||||||||
On May 7, 2025, the Board declared a quarterly cash dividend of $0.15 per common share for the second fiscal quarter of 2025. The dividend will be payable on July 9, 2025 to shareholders of record as the close of business on June 6, 2025.
Dividends declared during the six months ended March 31, 2025 totaled $14.7 . Payments made for dividends during the six months ended March 31, 2025 totaled $15.2 .
16
Note 13 - Accumulated Other Comprehensive Loss
The following table presents the changes in Accumulated Other Comprehensive (Loss) Income (“AOCI”), net of tax, by component:
| Foreign Currency Translation Adjustments | Pension and Post-retirement Activity | Hedging Activity | Total | ||||||||||||||||||||
| Balance as of October 1, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Reclassifications to earnings | ( | ( | |||||||||||||||||||||
Balance as of March 31, 2025 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Foreign Currency Translation Adjustments | Pension and Post-retirement Activity | Hedging Activity | Total | ||||||||||||||||||||
| Balance as of October 1, 2023 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||||||||||||||
| Reclassifications to earnings | ( | ( | |||||||||||||||||||||
Balance as of March 31, 2024 | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
The following table presents the reclassifications out of AOCI:
| Three Months Ended March 31, | Six Months Ended March 31, | Affected Line Item in the Condensed Consolidated Statements of Earnings | ||||||||||||||||||||||||||||||
| Details of AOCI Components | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Gain on cash flow hedges | ||||||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | Other (income) expense, net | |||||||||||||||||||||||||||
| Income tax expense | Income tax provision | |||||||||||||||||||||||||||||||
| Amortization of defined benefit pension and postretirement items | ||||||||||||||||||||||||||||||||
Actuarial losses (1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
| Income tax (benefit) | ( | ( | ( | Income tax provision | ||||||||||||||||||||||||||||
| ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Total reclassifications for the period | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(1)These AOCI components are included in the computation of net periodic cost. See Note 11 of Notes to Condensed Consolidated Financial Statements.
17
Note 14 - Financial Instruments and Risk Management
In the ordinary course of business, the Company may enter into contractual arrangements (also referred to as derivatives) to reduce its exposure to foreign currency. The Company has master netting agreements with certain of its counterparties as set forth in detail below that allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default. The Company manages counterparty risk through the utilization of investment grade commercial banks, diversification of counterparties, and its counterparty netting arrangements. The section below outlines the types of derivatives in place as of March 31, 2025 and September 30, 2024, as well as the Company’s objectives and strategies for holding derivative instruments.
Foreign Currency Risk
A significant share of the Company’s sales is tied to currencies other than the U.S. dollar, the Company’s reporting currency. As such, a weakening of currencies relative to the U.S. dollar can have an unfavorable impact on reported earnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which the Company is exposed include the euro, the Japanese yen, the British pound, the Canadian dollar, and the Australian dollar.
Additionally, the Company’s foreign subsidiaries enter into internal and external transactions that create non-functional 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 month. 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 (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. The primary currency to which the Company’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 March 31, 2025, the Company had $191.0 of variable rate debt outstanding, which consisted primarily of outstanding borrowings under its U.S. Revolving Credit Facility.
Cash Flow Hedges
As of March 31, 2025, the Company maintains a cash flow hedging program related to foreign currency risk. These derivative instruments have a high correlation to the underlying exposure being hedged and have been deemed highly effective by the Company for accounting purposes in offsetting the associated risk.
The Company has forward currency contracts to hedge cash flow uncertainty associated with currency fluctuations. These transactions are accounted for as cash flow hedges. The Company had unrealized pre-tax gains of $0.7 and pre-tax losses of $2.4 as of March 31, 2025 and September 30, 2024, respectively, on these forward currency contracts, which are accounted for as cash flow hedges and included in AOCI in the Condensed Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at March 31, 2025 levels over the next 12 months, the majority of the pre-tax gain included in AOCI in the Condensed Consolidated Balance Sheets as of March 31, 2025 is expected to be included in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. Contract maturities for these hedges extend into fiscal 2026. As of March 31, 2025, there were 64 open foreign currency contracts with a total notional value of $115.8 .
Derivatives not Designated as Hedges
The Company has 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 and, thus, are not expected to be subject to significant market risk. The change in the estimated fair value of the foreign currency contracts for the three and six months ended March 31, 2025, resulted in a loss of $0.3 and a gain of $0.6 , respectively, compared to a gain of $1.7 and $0.6 , respectively, for the three and six months ended March 31, 2024, and was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. As of March 31, 2025, there was one open foreign currency derivative contract not designated as a cash flow hedge with a total notional value of $9.0 .
18
The following table provides estimated fair values of derivative instruments:
Fair Value of Assets (Liabilities) as of (1) | |||||||||||
| March 31, 2025 | September 30, 2024 | ||||||||||
| Derivatives designated as cash flow hedging relationships: | |||||||||||
| Foreign currency contracts | $ | $ | ( | ||||||||
| Derivatives not designated as cash flow hedging relationships: | |||||||||||
| Foreign currency contracts | $ | $ | |||||||||
(1)Derivative assets are presented in Other current assets or Other assets. Derivative liabilities are presented in Other current liabilities or Other liabilities.
The following table provides the pre-tax amounts of gains and losses on derivative instruments:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Derivatives designated as cash flow hedging relationships: | |||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
(Loss) gain recognized in OCI (1) | $ | ( | $ | $ | $ | ||||||||||||||||||
Gain reclassified from AOCI into income (1) (2) | |||||||||||||||||||||||
| Derivatives not designated as cash flow hedging relationships: | |||||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
Gain recognized in income (2) | $ | ( | $ | $ | $ | ||||||||||||||||||
(1)Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and have been deemed highly effective by the Company in offsetting associated risk.
The following table provides financial assets and liabilities for balance sheet offsetting:
| As of March 31, 2025 | As of September 30, 2024 | ||||||||||||||||||||||
Assets (1) | Liabilities (2) | Assets (1) | Liabilities (2) | ||||||||||||||||||||
| Foreign currency contracts | |||||||||||||||||||||||
| Gross amounts of recognized assets (liabilities) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Gross amounts offset in the balance sheet | ( | ||||||||||||||||||||||
| Net amounts of assets (liabilities) presented in the balance sheet | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1)All derivative assets are presented in Other current assets or Other assets on the Condensed Consolidated Balance Sheets.
(2)All derivative liabilities are presented in Other current liabilities or Other liabilities on the Condensed Consolidated Balance Sheets.
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.
19
The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value and measured on a recurring basis during the period, all of which are classified as Level 2 within the fair value hierarchy:
| March 31, 2025 | September 30, 2024 | ||||||||||
| Assets (Liabilities) at estimated fair value: | |||||||||||
| Deferred compensation liability | $ | ( | $ | ( | |||||||
| Derivatives - foreign currency contracts asset | ( | ||||||||||
| Net assets (liabilities) at estimated fair value | $ | ( | $ | ( | |||||||
The estimated fair value of the deferred compensation liability is determined based upon the quoted market prices of the investment options that are offered under the plan. As of March 31, 2025 and September 30, 2024, the estimated fair value of foreign currency contracts is the amount that the Company would receive or pay to terminate the contracts, considering first the quoted market prices of comparable agreements or, in the absence of quoted market prices, factors such as interest rates, currency exchange rates, and remaining maturities.
As of March 31, 2025 and September 30, 2024, the Company had no Level 1 financial assets or liabilities, other than pension plan assets, and no Level 3 financial assets or liabilities.
As of March 31, 2025 and September 30, 2024, the fair market value of fixed rate long-term debt was $1,148.4 and $1,180.0 , respectively, compared to its carrying value of $1,250.0
Note 15 - Segment Data
For an overview of the Company’s segments, refer to Note 1 of the Notes to Condensed Consolidated Financial Statements. Segment performance is evaluated based on segment profit, excluding certain U.S. GAAP items that management does not believe are indicative of ongoing operating performance due to their unusual or non-recurring nature and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Financial items, such as interest income and expense, are managed on a global basis at the corporate level and therefore are excluded from segment profit. The exclusion of such charges from segment results reflects management’s view on how management monitors and evaluates segment operating performance, generates future operating plans and makes strategic decisions regarding the allocation of capital.
The Company’s operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, combined sales force and management teams. The Company applies a fully allocated cost basis in which shared business functions are allocated between the segments.
20
Segment net sales and profitability are presented below:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales | |||||||||||||||||||||||
| Wet Shave | $ | $ | $ | $ | |||||||||||||||||||
| Sun and Skin Care | |||||||||||||||||||||||
| Feminine Care | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Segment Profit | |||||||||||||||||||||||
| Wet Shave | $ | $ | $ | $ | |||||||||||||||||||
| Sun and Skin Care | |||||||||||||||||||||||
| Feminine Care | |||||||||||||||||||||||
| Total segment profit | |||||||||||||||||||||||
| General corporate and other expenses | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||
| Interest and other expense, net | ( | ( | ( | ( | |||||||||||||||||||
Restructuring and repositioning expenses (1) | ( | ( | ( | ( | |||||||||||||||||||
Acquisition and integration costs (2) | ( | ( | ( | ||||||||||||||||||||
Sun Care reformulation costs (3) | ( | ( | ( | ( | |||||||||||||||||||
Wet Ones manufacturing plant fire (4) | ( | ( | |||||||||||||||||||||
Legal matters (5) | ( | ( | |||||||||||||||||||||
Gain on investment (6) | |||||||||||||||||||||||
Commercial realignment (7) | ( | — | ( | — | |||||||||||||||||||
Vendor bankruptcy (8) | ( | ( | |||||||||||||||||||||
Other project and related costs (9) | ( | ( | ( | ( | |||||||||||||||||||
| Total earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||
(1)The Company recorded $12.2 and $3.2 for the three months ended March 31, 2025 and 2024, respectively, and $16.4 and $10.0 for the six months ended March 31, 2025 and 2024, respectively, related to actions to strengthen its operating model and improve manufacturing and supply chain efficiency and productivity. There were no amounts included in pre-tax SG&A or pre-tax Cost of products sold for both the three and six months ended March 31, 2025 and 2024. See Note 2 of the Notes to Condensed Consolidated Financial Statements.
(2)Includes pre-tax SG&A of nil and $0.7 for the three months ended March 31, 2025 and 2024, respectively, and $0.5 and $1.4 for the six months ended March 31, 2025 and2024, respectively, for the acquisition of Billie, Inc. on November 29, 2021.
(3)Includes pre-tax research and development costs of $0.7 and $0.4 for the three months ended March 31, 2025 and 2024, respectively, and $1.7 and $0.9 for the six months ended March 31, 2025 and 2024, respectively, related to the reformulation, recall and destruction of certain Sun Care products.
(4)On December 1, 2023, a fire occurred at our Wet Ones manufacturing plant in Sidney, Ohio. There were no injuries reported and damage was limited to a single manufacturing process. As a consequence of the fire damage, there was a partial shutdown of the operations that manufacture Wet Ones raw materials. During the three and six months ended March 31, 2024, the Company incurred $3.8 and $5.3 , respectively, in costs related to incremental material charges, labor and absorption as a result of the fire.
(5)Includes pre-tax SG&A of $1.4
(6)Includes pre-tax gain of $0.9 for the six months ended March 31, 2025 on the fair value measurement of an equity method investment.
(7)Includes pre-tax Cost of products sold of $3.1
(8)Includes pre-tax Cost of products sold of $0.4
(9)Includes pre-tax SG&A of $1.4 and $1.1 for the three months ended March 31, 2025 and 2024, respectively, and $2.4 and $1.2 for the six months ended March 31, 2025 and 2024, respectively, and Other (income) expense, net of $(0.6 ) for the three months ended March 31, 2025 and $1.2 for the six months ended March 31, 2025, related to certain corporate project and other related costs.
21
The following table presents the Company’s net sales by geographic area:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net Sales to Customers | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Supplemental product information is presented below for net sales:
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Razors and blades | $ | $ | $ | $ | |||||||||||||||||||
| Tampons, pads, and liners | |||||||||||||||||||||||
| Sun care products | |||||||||||||||||||||||
| Grooming products | |||||||||||||||||||||||
| Wipes and other skin care | |||||||||||||||||||||||
| Shaving gels and creams | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
Note 16 - Commitments and Contingencies
Legal Proceedings
The Company and its subsidiaries are subject to a number of legal proceedings in various jurisdictions arising out of its operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. The Company reviews its legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. 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 its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(Amounts in millions, except per share data, unaudited)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on November 14, 2024, as amended on November 21, 2024 (the “2024 Annual Report”). The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed within “Forward-Looking Statements” below and in Item 1A. Risk Factors and “Forward-Looking Statements” included within our 2024 Annual Report.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Edgewell Personal Care Company or any of our businesses (the “Company”). Forward-looking statements may appear throughout this report, including, without limitation, the following sections: Management’s Discussion and Analysis, Risk Factors, and the Notes to the Condensed Consolidated Financial Statements. Forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “target,” “predict,” “likely,” “will,” “should,” “forecast,” “outlook,” “strategy,” or other similar words or phrases. These 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 earnings and performance of the Company or any of our businesses. Many factors outside our control could affect the realization of these estimates. 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 report are only made as of the date of this report, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law. You should not place undue reliance on these statements.
In addition, other risks and uncertainties not presently known to us or that we presently consider immaterial could significantly affect the forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Risks and uncertainties include those detailed from time to time in our publicly filed documents, including in Item 1A. Risk Factors of Part I of our 2024 Annual Report.
Non-GAAP Financial Measures
While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items which are considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given certain significant events, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency.
The following provides additional detail on our non-GAAP measures for the periods presented:
•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency translation.
•Segment profit will be impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.
•Additionally, we utilize “adjusted” non-GAAP measures, including adjusted gross margin, adjusted selling general and administrative (“SG&A”), adjusted operating income, adjusted effective tax rate, adjusted net earnings, and adjusted diluted net earnings per share internally to make operating decisions.
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All comparisons are with the same period in the prior year, unless otherwise noted.
Industry and Market Data
Unless we indicate otherwise, we base the information contained or incorporated by reference herein, concerning our industry on our general knowledge and expectations. Our market position, market share, and industry market size are estimates based on internal and external data from various industry analyses, our internal research and adjustments, and assumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee its accuracy or completeness. In addition, we believe that industry, market size, market position and market share data within our industry provides general guidance but is inherently imprecise and has not been verified by any independent source. Further, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in Item 1A. Risk Factors in Part I of our 2024 Annual Report. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions. You are cautioned not to place undue reliance on this data.
Retail sales for purposes of market size, market position and market share information are based on retail sales in U.S. dollars.
Trademarks and Trade Names
We own or have rights to use trademarks and trade names that we use in conjunction with the operation of our business, which appear throughout this Quarterly Report on Form 10-Q. We may also refer to brand names, trademarks, service marks and trade names of other companies and organizations, which are the property of their respective owners.
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Executive Summary
The following is a summary of key results for the second quarter and first six months of fiscal 2025, as compared to the corresponding periods in fiscal 2024. In addition to net sales, net earnings and earnings per share (“EPS”) for the periods presented were also impacted by certain costs or income, as described in the table below. The impact of these items on reported net earnings and EPS are provided as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, both of which are non-GAAP measures.
Second Quarter of Fiscal 2025
•Net sales in the second quarter of fiscal 2025 decreased $18.7, or 3.1%, to $580.7, as compared to the prior year quarter. Organic net sales decreased $8.9, or 1.5%. Growth in international markets was 2.9%, driven by both price and volume gains, and seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 3.9%, due to volume declines in Wet Shave, Feminine Care, and Sun Care.
•Net earnings in the second quarter of fiscal 2025 were $29.0 compared to $36.0 in the prior year quarter. On an adjusted basis, net earnings for the second quarter of fiscal 2025 were $41.8 compared to $44.0 in the prior year quarter. Adjusted net earnings decreased primarily due to lower net sales.
•Diluted net earnings per share during the second quarter of fiscal 2025 were $0.60 compared to $0.72 in the prior year quarter. On an adjusted basis, diluted net earnings per share during the second quarter of fiscal 2025 were $0.87 compared to $0.88 in the prior year quarter.
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||||||||||||||||||||
| GAAP — Reported | $ | 256.2 | $ | 105.7 | $ | 58.9 | $ | 41.3 | $ | 12.3 | $ | 29.0 | $ | 0.60 | ||||||||||||||||||||||||||||||
| Restructuring and repositioning expenses | — | — | 12.2 | 12.2 | 3.1 | 9.1 | 0.19 | |||||||||||||||||||||||||||||||||||||
| Sun Care reformulation costs | — | — | 0.7 | 0.7 | 0.1 | 0.6 | 0.01 | |||||||||||||||||||||||||||||||||||||
| Commercial realignment | 3.1 | — | 3.1 | 3.1 | 0.9 | 2.2 | 0.05 | |||||||||||||||||||||||||||||||||||||
| Vendor bankruptcy | 0.4 | — | 0.4 | 0.4 | 0.1 | 0.3 | 0.01 | |||||||||||||||||||||||||||||||||||||
| Other project and related costs | — | (1.4) | 1.4 | 0.8 | 0.2 | 0.6 | 0.01 | |||||||||||||||||||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 259.7 | $ | 104.3 | $ | 76.7 | $ | 58.5 | $ | 16.7 | $ | 41.8 | $ | 0.87 | ||||||||||||||||||||||||||||||
| GAAP as a percent of net sales | 44.1 | % | 18.2 | % | 10.1 | % | GAAP effective tax rate | 29.9 | % | |||||||||||||||||||||||||||||||||||
| Adjusted as a percent of net sales | 44.7 | % | 18.0 | % | 13.2 | % | Adjusted effective tax rate | 28.5 | % | |||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | |||||||||||||||||||||||||||||||||||
| GAAP — Reported | $ | 258.1 | $ | 107.5 | $ | 70.1 | $ | 47.0 | $ | 11.0 | $ | 36.0 | $ | 0.72 | |||||||||||||||||||||||||||
| Restructuring and repositioning expenses | — | — | 3.2 | 3.2 | 0.8 | 2.4 | 0.05 | ||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | (0.7) | 0.7 | 0.7 | 0.1 | 0.6 | 0.01 | ||||||||||||||||||||||||||||||||||
| Sun Care reformulation costs | — | — | 0.4 | 0.4 | 0.1 | 0.3 | 0.01 | ||||||||||||||||||||||||||||||||||
| Wet Ones manufacturing plant fire | 3.8 | — | 3.8 | 3.8 | 0.9 | 2.9 | 0.06 | ||||||||||||||||||||||||||||||||||
| Legal matter | — | (1.4) | 1.4 | 1.4 | 0.3 | 1.1 | 0.02 | ||||||||||||||||||||||||||||||||||
| Other project and related costs | — | (1.1) | 1.1 | 1.1 | 0.4 | 0.7 | 0.01 | ||||||||||||||||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 261.9 | $ | 104.3 | $ | 80.7 | $ | 57.6 | $ | 13.6 | $ | 44.0 | $ | 0.88 | |||||||||||||||||||||||||||
| GAAP as a percent of net sales | 43.1 | % | 17.9 | % | 11.7 | % | GAAP effective tax rate | 23.4 | % | ||||||||||||||||||||||||||||||||
| Adjusted as a percent of net sales | 43.7 | % | 17.4 | % | 13.5 | % | Adjusted effective tax rate | 23.6 | % | ||||||||||||||||||||||||||||||||
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First Six Months of Fiscal 2025
•Net sales in the first six months of fiscal 2025 decreased $29.2, or 2.7%, to $1,059.1, as compared to the prior year period. Organic net sales decreased $15.4, or 1.4%. Organic growth in international markets was 2.4%, driven by both price and volume gains, and seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 3.9%, due to declines in Wet Shave and Feminine Care. Globally, by segment, growth in Sun and Skin Care, led by increases in Wet One’s and Grooming, was offset by declines in Feminine Care and Wet Shave. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care, and Sun Care.
•Net earnings in the first six months of fiscal 2025 were $26.9 compared to $40.8 in the prior year period. On an adjusted basis, net earnings for the first six months of fiscal 2025 were $45.1 compared to $56.0 in the prior year period. Adjusted net earnings decreased primarily due to lower net sales offset by a slight increase in gross margin.
•Diluted net earnings per share during the first six months of fiscal 2025 were $0.55 compared to $0.81 in the prior year period. On an adjusted basis, diluted net earnings per share during the first six months of fiscal 2025 were $0.93 compared to $1.11 in the prior year period.
| Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | ||||||||||||||||||||||||||||||||||||||
| GAAP — Reported | $ | 447.8 | $ | 208.6 | $ | 79.2 | $ | 39.6 | $ | 12.7 | $ | 26.9 | $ | 0.55 | ||||||||||||||||||||||||||||||
| Restructuring and repositioning expenses | — | — | 16.4 | 16.4 | 4.1 | 12.3 | 0.25 | |||||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | (0.5) | 0.5 | 0.5 | 0.1 | 0.4 | 0.01 | |||||||||||||||||||||||||||||||||||||
| Sun Care reformulation costs | — | — | 1.7 | 1.7 | 0.4 | 1.3 | 0.03 | |||||||||||||||||||||||||||||||||||||
| Gain on investment | — | — | — | (0.9) | — | (0.9) | (0.02) | |||||||||||||||||||||||||||||||||||||
| Commercial realignment | 3.1 | — | 3.1 | 3.1 | 0.9 | 2.2 | 0.05 | |||||||||||||||||||||||||||||||||||||
| Vendor bankruptcy | 0.4 | — | 0.4 | 0.4 | 0.1 | 0.3 | 0.01 | |||||||||||||||||||||||||||||||||||||
| Other project and related costs | — | (2.4) | 2.4 | 3.6 | 1.0 | 2.6 | 0.05 | |||||||||||||||||||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 451.3 | $ | 205.7 | $ | 103.7 | $ | 64.4 | $ | 19.3 | $ | 45.1 | $ | 0.93 | ||||||||||||||||||||||||||||||
| GAAP as a percent of net sales | 42.3 | % | 19.7 | % | 7.5 | % | GAAP effective tax rate | 32.1 | % | |||||||||||||||||||||||||||||||||||
| Adjusted as a percent of net sales | 42.6 | % | 19.4 | % | 9.8 | % | Adjusted effective tax rate | 29.9 | % | |||||||||||||||||||||||||||||||||||
| Six Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Gross Profit | SG&A | Operating Income | EBIT (1) | Income taxes | Net Earnings | Diluted EPS | |||||||||||||||||||||||||||||||||||
| GAAP — Reported | $ | 455.8 | $ | 210.8 | $ | 96.2 | $ | 53.0 | $ | 12.2 | $ | 40.8 | $ | 0.81 | |||||||||||||||||||||||||||
| Restructuring and repositioning expenses | — | — | 10.0 | 10.0 | 2.5 | 7.5 | 0.15 | ||||||||||||||||||||||||||||||||||
| Acquisition and integration costs | — | (1.4) | 1.4 | 1.4 | 0.3 | 1.1 | 0.02 | ||||||||||||||||||||||||||||||||||
| Sun Care reformulation costs | — | — | 0.9 | 0.9 | 0.2 | 0.7 | 0.01 | ||||||||||||||||||||||||||||||||||
| Wet Ones manufacturing plant fire | 5.3 | — | 5.3 | 5.3 | 1.3 | 4.0 | 0.08 | ||||||||||||||||||||||||||||||||||
| Legal matter | — | (1.4) | 1.4 | 1.4 | 0.3 | 1.1 | 0.02 | ||||||||||||||||||||||||||||||||||
| Other project and related costs | — | (1.2) | 1.2 | 1.2 | 0.4 | 0.8 | 0.02 | ||||||||||||||||||||||||||||||||||
| Total Adjusted Non-GAAP | $ | 461.1 | $ | 206.8 | $ | 116.4 | $ | 73.2 | $ | 17.2 | $ | 56.0 | $ | 1.11 | |||||||||||||||||||||||||||
| GAAP as a percent of net sales | 41.9 | % | 19.4 | % | 8.8 | % | GAAP effective tax rate | 23.0 | % | ||||||||||||||||||||||||||||||||
| Adjusted as a percent of net sales | 42.4 | % | 19.0 | % | 10.7 | % | Adjusted effective tax rate | 23.5 | % | ||||||||||||||||||||||||||||||||
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Operating Results
The following table presents changes in net sales for the second quarter and first six months of fiscal 2025, as compared to the corresponding periods in fiscal 2024, and provides a reconciliation of organic net sales to reported amounts.
Net Sales
| Net Sales - Total Company | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
| Net sales - fiscal 2024 | $ | 599.4 | $ | 1,088.3 | |||||||||||||||||||
| Organic | (8.9) | (1.5) | % | (15.4) | (1.4) | % | |||||||||||||||||
| Impact of currency | (9.8) | (1.6) | % | (13.8) | (1.3) | % | |||||||||||||||||
| Net sales - fiscal 2025 | $ | 580.7 | (3.1) | % | $ | 1,059.1 | (2.7) | % | |||||||||||||||
For the second quarter of fiscal 2025, net sales decreased $18.7, or 3.1%, to $580.7, including a $9.8, or 1.6%, unfavorable impact from currency movements, as compared to the prior year quarter. Organic net sales decreased $8.9, or 1.5%. Growth in international markets was 2.9%, driven by both price and volume gains, and seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 3.9%, due to volume declines in Wet Shave, Feminine Care, and Sun Care.
For the first six months of fiscal 2025, net sales were $1,059.1, a decrease of $29.2, or 2.7%, including a $13.8, or 1.3%, unfavorable impact from currency movements. Organic net sales decreased $15.4, or 1.4%. Organic growth in international markets was 2.4%, driven by both price and volume gains, and seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 3.9%, due to declines in Wet Shave and Feminine Care. Globally, by segment, growth in Sun and Skin Care, led by increases in Wet One’s and Grooming, was offset by declines in Feminine Care and Wet Shave. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care, and Sun Care.
For further discussion regarding net sales, including a summary of reported versus organic changes, see “Segment Results.”
Gross Profit
Gross profit was $256.2 during the second quarter of fiscal 2025, compared to $258.1 in the prior year quarter, a decrease of $1.9, or 0.7%. Gross margin as a percent of net sales for the second quarter of fiscal 2025 increased 100-basis points, to 44.1%, inclusive of approximately 10-basis points of negative foreign currency. Adjusted gross margin as a percent of net sales increased 100-basis points, to 44.7% in the quarter. Productivity savings of approximately 380-basis points were partially offset by increased promotional levels (net of pricing) of approximately 10-basis points, core inflation and lower volume absorption of approximately 195-basis points and unfavorable mix and other of approximately 75-basis points.
Gross profit was $447.8 during the first six months of fiscal 2025, compared to $455.8 in the prior year period, a decrease of $8.0, or 1.8%. Gross margin as a percent of net sales for the second quarter of fiscal 2025 increased 40-basis points, to 42.3%, inclusive of approximately 70-basis points of negative foreign currency. Adjusted gross margin as a percent of net sales increased 20-basis points, to 42.6% in the quarter. Productivity savings of approximately 360-basis points were partially offset by increased promotional levels (net of pricing) of approximately 20-basis points, core inflation and lower volume absorption of approximately 200-basis points and unfavorable mix and other of approximately 50-basis points.
Selling, General and Administrative Expense
Selling, General and Administrative (“SG&A”) expense was $105.7, or 18.2%, of net sales in the second quarter of fiscal 2025 compared to $107.5, or 17.9%, of net sales in the prior year quarter. Adjusted SG&A was 18.0% of net sales, an increase of 60-basis points, primarily driven by higher people expenses and the impact of lower net sales, partially offset by favorable currency impacts.
SG&A expense was $208.6, or 19.7%, of net sales in the first six months of fiscal 2025 compared to $210.8, or 19.4%, of net sales in the prior year period. Adjusted SG&A was $205.7, or 19.4% of net sales, an increase of 40-basis points, primarily driven by the impact of lower net sales and unfavorable currency impacts.
Advertising and Sales Promotion Expense
Advertising and sales promotion (“A&P”) expense for the second quarter of fiscal 2025 was $65.5, an increase of $2.4, or 3.8%, compared to $63.1 in the prior year quarter. A&P was 11.3% of net sales, compared to 10.5% in the prior year quarter.
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A&P expense for the first six months of fiscal 2025 was $115.8, an increase of $4.5, or 4.0%, compared to $111.3 in the prior year period. A&P was 10.9% of net sales, compared to 10.2% in the prior year period.
Research and Development Expense
Research and development (“R&D”) expense for the second quarter of fiscal 2025 was $13.9, a decrease of $0.3, or 2.1%, compared to $14.2 in the prior year quarter. As a percentage of net sales, R&D expense was 2.4% in the second quarter of fiscal 2025, compared to 2.4% in the prior year quarter.
R&D expense for the first six months of fiscal 2025 was $27.8, an increase of $0.3, or 1.1%, compared to $27.5 in the prior year period. As a percentage of net sales, R&D expense was 2.6% in the second quarter of fiscal 2025, compared to 2.5% in the prior year period.
Restructuring Charges
In fiscal 2025, the Company continues to take specific actions to strengthen its operating model, simplify the organization and improve manufacturing and supply chain efficiency through restructuring and repositioning actions, including certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Oregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, we expect to incur pre-tax charges of approximately $33 in fiscal 2025. We incurred $12.2 and $3.2 during the second quarter of fiscal 2025 and 2024, respectively, and $16.4 and $10.0 during the first six months of fiscal 2025 and 2024, respectively.
Interest Expense Associated with Debt
Interest expense associated with debt for the second quarter of fiscal 2025 was $20.2, a decrease of $0.2, or 1.0%, compared to $20.4 in the prior year quarter. The decrease in interest expense was the result of a lower borrowing rate on the Company’s U.S. Revolving Credit Facility.
Interest expense associated with debt for the first six months of fiscal 2025 was $39.0, a decrease of $1.2, or 3.0%, compared to $40.2 in the prior year period. The decrease in interest expense was the result of a lower borrowing rate on the Company’s Revolving Credit Facility.
Other (income) expense, net
Other (income) expense, net, was income of $2.6 in the second quarter of fiscal 2025, compared to expense of $2.7 in the prior year quarter. Currency hedge and remeasurements gains were $2.4 million in the second quarter of 2025, compared to losses of $0.3 million in the prior year quarter.
Other (income) expense, net, was $0.6 in the first six months of fiscal 2025, including a gain on investment of $0.9, compared to $3.0 in the prior year period. Currency hedge and remeasurements gains were $0.4 million in the first six months of 2025, compared to gains of $1.0 million in the prior year period.
Income Tax Provision
The effective tax rate for the second quarter of fiscal 2025, was 29.9%, compared to 23.4% in the prior year quarter. The fiscal 2025 effective tax rate reflects the impact of net unfavorable discrete items and the unfavorable mix of earnings in higher tax rate jurisdictions. On an adjusted basis, the effective tax rate was 28.5% for the second quarter ended March 31, 2025, and 23.6% in the prior year quarter.
The effective tax rate for the first six months of fiscal 2025, was 32.1%, compared to 23.0% in the prior year period. The fiscal 2025 effective tax rate reflects the impact of net unfavorable discrete items and the unfavorable mix of earnings in higher tax rate jurisdictions. On an adjusted basis, the effective tax rate was 29.9% for the first six months ended March 31, 2025, and 23.5% in the prior year period.
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Segment Results
The following tables present changes in segment net sales and segment profit for the second quarter and first six months of fiscal 2025, compared to the corresponding period in fiscal 2024, and provide a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of segment profit to earnings before income taxes, refer to Note 15 of Notes to Condensed Consolidated Financial Statements.
Our operating model includes some shared business functions across segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis in which shared business functions are allocated between segments.
Wet Shave
| Net Sales - Wet Shave | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
Net sales - fiscal 2024 | $ | 293.1 | $ | 594.8 | |||||||||||||||||||
| Organic | (2.5) | (0.9) | % | (6.5) | (1.1) | % | |||||||||||||||||
| Impact of currency | (5.1) | (1.7) | % | (8.3) | (1.4) | % | |||||||||||||||||
Net sales - fiscal 2025 | $ | 285.5 | (2.6) | % | $ | 580.0 | (2.5) | % | |||||||||||||||
Wet Shave net sales for the second quarter of fiscal 2025 were $285.5, a decrease of $7.6, or 2.6%, as compared to the prior year quarter, including a $5.1, or 1.7%, unfavorable impact from currency. Organic net sales decreased $2.5, or 0.9%, as 3.2% growth in international markets, driven by both higher volumes and price, was more than offset by volume declines in Shave Preps and Disposables in North America. Organic net sales declined 5.4% in North America.
Wet Shave net sales for the first six months of fiscal 2025 were $580.0, a decrease of $14.8, or 2.5%, as compared to the prior year period, including a $8.3, or 1.4%, unfavorable impact from currency. Organic net sales decreased $6.5, or 1.1%, as 3.0% growth in international markets, driven by both higher volumes and price, was more than offset by a 6.0% decline in North America, driven by lower volumes.
| Segment Profit -Wet Shave | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
Segment profit - fiscal 2024 | $ | 40.4 | $ | 94.1 | |||||||||||||||||||
| Organic | 6.7 | 16.5 | % | 6.5 | 6.9 | % | |||||||||||||||||
| Impact of currency | (0.5) | (1.2) | % | (7.4) | (7.9) | % | |||||||||||||||||
Segment profit - fiscal 2025 | $ | 46.6 | 15.3 | % | $ | 93.2 | (1.0) | % | |||||||||||||||
Wet Shave segment profit for the second quarter of fiscal 2025 was $46.6, an increase of $6.2, or 15.3%, and inclusive of a $0.5, or 1.2%, unfavorable impact from currency. Organic segment profit increased $6.7, or 16.5%, as higher gross margins were partially offset by higher marketing expenses.
Wet Shave segment profit for the first six months of fiscal 2025 was $93.2, a decrease of $0.9, or 1.0%, and inclusive of a $7.4, or 7.9%, unfavorable impact from currency. Organic segment profit increased $6.5, or 6.9%, as higher gross margins were primarily offset by higher marketing expenses.
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Sun and Skin Care
| Net Sales - Sun and Skin Care | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
Net sales - fiscal 2024 | $ | 235.8 | $ | 351.2 | |||||||||||||||||||
| Organic | (0.2) | (0.1) | % | 5.7 | 1.6 | % | |||||||||||||||||
| Impact of currency | (4.5) | (1.9) | % | (5.2) | (1.5) | % | |||||||||||||||||
Net sales - fiscal 2025 | $ | 231.1 | (2.0) | % | $ | 351.7 | 0.1 | % | |||||||||||||||
Sun and Skin Care net sales for the second quarter of fiscal 2025 decreased $4.7, or 2.0%, including an unfavorable impact from foreign currency of $4.5, or 1.9%. Organic net sales decreased $0.2, or 0.1%, as growth in Grooming in and Wet Ones, was offset by declines in North America Sun Care. In aggregate, the decrease in organic sales was related to a 0.5% decline in North America , partially offset by an increase of 1.5% in International sales.
Sun and Skin Care net sales for the first six months of fiscal 2025 increased $0.5, or 0.1%, including an unfavorable impact from foreign currency of $5.2, or 1.5%. Organic net sales increased $5.7, or 1.6%, driven by strong performance in Grooming and Wet One’s, led by Cremo, partly offset by declines in North America Sun Care. In aggregate, the increase in organic sales was related to a 1.2% increase in North America and an increase of 0.4% in International sales.
| Segment Profit - Sun and Skin Care | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
Segment profit - fiscal 2024 | $ | 54.4 | $ | 53.1 | |||||||||||||||||||
| Organic | (1.2) | (2.2) | % | (2.6) | (4.9) | % | |||||||||||||||||
| Impact of currency | (2.4) | (4.4) | % | (3.1) | (5.8) | % | |||||||||||||||||
Segment profit - fiscal 2025 | $ | 50.8 | (6.6) | % | $ | 47.4 | (10.7) | % | |||||||||||||||
Sun and Skin Care segment profit for the second quarter of fiscal 2025 was $50.8, a decrease of $3.6, or 6.6%, including an unfavorable impact from foreign currency of $2.4, or 4.4%. Organic segment profit decreased $1.2 million, or 2.2%, driven by lower gross margin and higher SG&A expenses, partly offset by lower marketing expenses.
Sun and Skin Care segment profit for the first six months of fiscal 2025 was $47.4, a decrease of $5.7, or 10.7%, including an unfavorable impact from foreign currency of $3.1, or 5.8%. Organic segment profit decreased $2.6, or 4.9%, driven by lower gross margin and higher SG&A expenses, partially offset by lower market expenses.
Feminine Care
| Net Sales - Feminine Care | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
Net sales - fiscal 2024 | $ | 70.5 | $ | 142.3 | |||||||||||||||||||
| Organic | (6.2) | (8.8) | % | (14.6) | (10.3) | % | |||||||||||||||||
| Impact of currency | (0.2) | (0.3) | % | (0.3) | (0.2) | % | |||||||||||||||||
Net sales - fiscal 2025 | $ | 64.1 | (9.1) | % | $ | 127.4 | (10.5) | % | |||||||||||||||
Feminine Care net sales for the second quarter of fiscal 2025 were $64.1, a decrease of $6.4, or 9.1%, with minimal currency impact. Organic net sales decreased $6.2, or 8.8%, largely driven by a decline in Pads and Tampons. In aggregate, the decrease in organic sales was related to a 9.9% decline in North America , partially offset by an increase of 11.2% in International sales.
Feminine Care net sales for the first six months of fiscal 2025 were $127.4, a decrease of $14.9, or 10.5%. Organic net sales decreased $14.6, or 10.3%, largely driven by a decline in Pads and Tampons, and to a lesser extent, Liners. In aggregate, the decrease in organic sales was related to a 10.2% decline in North America and a 12.1% decline in International sales.
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| Segment Profit - Feminine Care | |||||||||||||||||||||||
Period Ended March 31, 2025 | |||||||||||||||||||||||
| Q2 | % Chg | Six Months | % Chg | ||||||||||||||||||||
Segment profit - fiscal 2024 | $ | 8.7 | $ | 16.0 | |||||||||||||||||||
| Organic | (5.7) | (65.5) | % | (9.6) | (60.0) | % | |||||||||||||||||
| Impact of currency | 0.1 | 1.1 | % | (0.1) | (0.6) | % | |||||||||||||||||
Segment profit - fiscal 2025 | $ | 3.1 | (64.4) | % | $ | 6.3 | (60.6) | % | |||||||||||||||
Feminine Care segment profit for the second quarter of fiscal 2025 was $3.1, a decrease of $5.6, or 64.4%. Organic segment profit decreased $5.7, or 65.5%, primarily driven by lower gross profit and higher marketing expenses, partially offset by lower SG&A expenses.
Feminine Care segment profit for the first six months of fiscal 2025 was $6.3, a decrease of $9.7, or 60.6%. Organic segment profit decreased $9.6, or 60.0%, primarily driven by lower gross profit and was partially offset by lower SG&A expenses.
General Corporate and Other Expenses
| Three Months Ended March 31, | Six months ended March 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| General corporate and other expenses | $ | (16.1) | $ | (15.0) | $ | (27.7) | $ | (31.2) | |||||||||||||||
| Amortization of intangibles | (7.7) | (7.8) | (15.5) | (15.6) | |||||||||||||||||||
| Interest and other expense, net | (18.2) | (23.1) | (39.3) | (43.2) | |||||||||||||||||||
| Restructuring and repositioning expenses | (12.2) | (3.2) | (16.4) | (10.0) | |||||||||||||||||||
| Acquisition and integration costs | — | (0.7) | (0.5) | (1.4) | |||||||||||||||||||
| Sun Care reformulation costs | (0.7) | (0.4) | (1.7) | (0.9) | |||||||||||||||||||
| Wet Ones manufacturing plant fire | — | (3.8) | — | (5.3) | |||||||||||||||||||
| Legal matters | — | (1.4) | — | (1.4) | |||||||||||||||||||
| Gain on investment | — | — | 0.9 | — | |||||||||||||||||||
| Commercial realignment | (3.1) | — | (3.1) | — | |||||||||||||||||||
| Vendor bankruptcy | (0.4) | — | (0.4) | — | |||||||||||||||||||
| Other project and related costs | (0.8) | (1.1) | (3.6) | (1.2) | |||||||||||||||||||
| General corporate and other expenses | $ | (59.2) | $ | (56.5) | $ | (107.3) | $ | (110.2) | |||||||||||||||
| % of net sales | (10.2) | % | (9.4) | % | (10.1) | % | (10.1) | % | |||||||||||||||
For the second quarter of fiscal 2025 and 2024, corporate expenses were $59.2, or 10.2%, of net sales, compared to $56.5, or 9.4% in the prior year quarter. For the first six months of fiscal 2025 and 2024, corporate expenses were $107.3, or 10.1%, of net sales, compared to $110.2, or 10.1% in the prior year period.
For the second quarter of fiscal 2025, corporate expenses increased related to higher people costs, partially offset by higher lower consulting costs. For the first six months of fiscal 2025, corporate expenses decreased related to lower people costs and consulting costs.
During the second quarter and first six months of fiscal 2025, we incurred $3.1 related to a shift in go-to-market strategy and SKU rationalization.
During the first six months of fiscal 2025, we recorded a gain of $0.9 for an equity method investment.
During the second quarter and first six months of fiscal 2024, the Company incurred $3.8 and $5.3, respectively, in costs related to incremental material charges, labor and absorption as a result of the fire that occurred at our Wet Ones manufacturing plant in Sidney, Ohio on December 1, 2023.
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Liquidity and Capital Resources
As of March 31, 2025, a significant portion of our cash balances was located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 14 of Notes to Condensed Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.
Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.
Our total borrowings as of March 31, 2025 and September 30, 2024 were as follows:
| Interest Type | Currency | March 31, 2025 | September 30, 2024 | |||||||||||||||||
| Long-term notes | fixed | USD | $ | 1,250.0 | $ | 1,250.0 | ||||||||||||||
| Revolver loans borrowed under the U.S. Revolving Credit Facility | variable | USD | 191.0 | 34.0 | ||||||||||||||||
| Short-term notes payable | variable | various | 27.2 | 24.5 | ||||||||||||||||
| Total borrowings | $ | 1,468.2 | $ | 1,308.5 | ||||||||||||||||
Our Revolver utilization is summarized below.
| March 31, 2025 | September 30, 2024 | ||||||||||
| Total revolver capacity | $ | 425.0 | $ | 425.0 | |||||||
| Less: Revolver borrowings | 191.0 | 34.0 | |||||||||
| Less: Outstanding letters of credit | 5.3 | 5.3 | |||||||||
| Revolver balance available | $ | 228.7 | $ | 385.7 | |||||||
Historically, we have generated, and expect to continue to generate, favorable cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care businesses, typically resulting in higher net sales and increased cash generated in the second and third quarters of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under the U.S. Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs. For more information on the U.S. Revolving Credit Facility, see Note 10 to the Notes To Condensed Consolidated Financial Statements.
Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time-to-time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
As of March 31, 2025, we were in compliance with the provisions and covenants associated with our debt agreements.
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Cash Flows
A summary of our cash flow activities is provided in the following table:
| Six Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by (used for) from: | |||||||||||
| Operating activities | $ | (70.5) | $ | 56.1 | |||||||
| Investing activities | (33.0) | (19.7) | |||||||||
| Financing activities | 72.5 | (59.4) | |||||||||
| Effect of exchange rate changes on cash | (8.0) | 2.8 | |||||||||
| Net decrease in cash and cash equivalents | $ | (39.0) | $ | (20.2) | |||||||
Operating Activities
Cash flow used for operating activities was $70.5 during the first six months of fiscal 2025, compared to cash flow provided by operating activities of $56.1 during the prior year period. The increase in cash used for operating activities was largely driven by changes in net working capital and lower earnings.
Investing Activities
Net cash used for investing activities was $33.0 during the first six months of fiscal 2025, compared to $19.7 during the prior year period. The increase in cash used was primarily due to an increase in capital expenditures which were $33.9 during the first six months of fiscal 2025, compared to $18.0 in the prior year period.
Financing Activities
Net cash provided by financing activities was $72.5 during the first six months of fiscal 2025, compared to net cash used by financing activities of $59.4 in the prior year period. During the first six months of fiscal 2025, we had net borrowings of $157.0 under the U.S. Revolving Credit Facility, compared to repayments of $11.0 in the prior year period. Dividend payments totaled $15.2 in the first six months of fiscal 2025, compared to $15.8 in the prior year period. We had share repurchases of $65.7 in the first three months of fiscal 2025, compared to $30.3 in the prior year period.
Share Repurchases
During the first six months of fiscal 2025, we repurchased 1.9 shares of our common stock for $65.7. We have 1.1 shares remaining under the 2018 Share Repurchase Plan as of March 31, 2025. Future share repurchases, if any, would be made in the open market, privately negotiated transactions or otherwise permitted, and in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs and other factors. For more information, see Note 12 of the Notes To Condensed Consolidated Financial Statements.
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Dividends
Dividend activity for the six months ended March 31, 2025 was as follows:
| Date Declared | Record Date | Payable Date | Amount Per Share | |||||||||||||||||
| August 6, 2024 | September 4, 2024 | October 3, 2024 | $ | 0.15 | ||||||||||||||||
| October 31, 2024 | December 3, 2024 | January 8, 2025 | $ | 0.15 | ||||||||||||||||
| February 6, 2025 | March 5, 2025 | April 9, 2025 | $ | 0.15 | ||||||||||||||||
On May 7, 2025, the Board declared a quarterly cash dividend of $0.15 per common share for the second fiscal quarter of 2025. The dividend will be payable on July 9, 2025 to shareholders of record as the close of business on June 6, 2025.
Dividends declared during the six months ended March 31, 2025 totaled $14.7. Payments made for dividends during the six months ended March 31, 2025 totaled $15.2.
Commitments and Contingencies
Contractual Obligations
As of March 31, 2025, we had outstanding borrowings of $191.0 under the U.S. Revolving Credit Facility, which matures in 2029. As of March 31, 2025, future minimum repayments of fixed debt are: $750.0 in fiscal 2028 and $500.0 in fiscal 2029.
There have been no other material changes in our contractual obligations since the presentation in our 2024 Annual Report.
Recent Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1 of the Notes to Condensed Consolidated Financial Statements.
Critical Accounting Estimates
Our critical accounting estimates are fully described in our 2024 Annual Report. The preparation of these financial statements requires us to make estimates and assumptions. These estimates and assumptions can be subjective and complex, and consequently, actual results could differ from those estimates. There have been no significant changes to our critical accounting estimates since September 30, 2024.
At March 31, 2025, after evaluating business conditions, our financial performance and market capitalization, we concluded that there were no triggering events requiring an interim impairment analysis. The fair value of our reporting units’ goodwill are sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected EBITDA margin, discount rate and market multiples used to evaluate the fair value of these assets. We will continue to evaluate the factors described herein, and assess whether any material changes would be indicative of a triggering event and require an interim impairment test.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
(Amounts in millions)
The market risk inherent in our financial instruments and positions represents the potential loss arising from adverse changes in currency rates, commodity prices, and interest rates. At times, we enter into contractual arrangements (derivatives) to reduce these exposures. For further information on our foreign currency derivative instruments, refer to Note 14 of Notes to our Condensed Consolidated Financial Statements. As of March 31, 2025, there were no open derivative or hedging instruments for future purchases of raw materials or commodities. Our exposure to interest rate risk relates primarily to our variable-rate debt instruments, which currently bear interest based on Secured Overnight Financing Rate (SOFR) plus margin. As of March 31, 2025, our outstanding variable-rate debt included $218.5 related to the U.S. Revolving Credit Facility and international, variable-rate notes payable. Assuming a one-percent increase in the applicable interest rates, annual interest expense on these variable-rate debt instruments would increase approximately $2.2.
There have been no material changes in our assessment of market risk sensitivity since our presentation of Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025. Based on that evaluation, our CEO and CFO concluded that, as of that date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1A. Risk Factors.
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A. Risk Factors of our 2024 Annual Report describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. Except for the risk factor discussed below, we do not believe that there have been any material changes to the risk factors disclosed in our 2024 Annual Report.
Changes in U.S. and international trade policies may adversely impact our business, financial condition and results of operations.
The imposition of new tariffs, changes in trade policy or agreements, or the escalation of trade tensions between the United States and other countries could adversely impact our business, financial condition and results of operations. We rely on materials, components and finished goods that are sourced from or manufactured in foreign countries, outside the U.S. Changes in U.S. trade policy have resulted and could result in additional reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import goods and materials from those countries. Our business operations, financial condition, and results of operations could be significantly affected by these measures and the potential adoption or expansion of existing tariffs or implementation of new tariffs, trade restrictions, or retaliatory measures that could disrupt our established supply chain, increase costs of goods sold into the United States and this in turn could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold.
We cannot predict future trade policy or what additional actions, if any, will be taken by the U.S. government with respect to trade agreements or the imposition of additional tariffs or other measures. Accordingly, any pause, suspension, reversal, reinstatement, reduction, or increase on U.S. tariffs on imported goods, or the occurrence of a trade war or other governmental action related to tariffs or trade agreements, could potentially adversely impact demand for our products, our costs, our customers, our suppliers, and the U.S. or global economy, which in turn could adversely impact our business, financial condition, and results of operations.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
The following table sets forth the purchases of our Company’s securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the second quarter of fiscal 2025:
| Period | Total Number of Shares Purchased (1) | Average Price Paid per share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| January 1 to 31, 2025 | 189,819 | $ | 33.12 | 188,807 | 2,011,819 | |||||||||||||||||||||
| February 1 to 28, 2025 | 446,683 | $ | 30.55 | 446,683 | 1,565,136 | |||||||||||||||||||||
| March 1 to 31, 2025 | 483,222 | $ | 31.01 | 483,222 | 1,081,914 | |||||||||||||||||||||
(1)There were 1,012 shares purchased during the quarter related to the surrender of shares of common stock to our Company to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalents.
(2)Includes $0.02 per share of brokerage fee commissions and excludes excise tax.
For more information, see Note 12 of the Notes To Condensed Consolidated Financial Statements.
Item 5. Other Information.
During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
37
Item 6. Exhibits.
| Exhibit Number | Exhibit | ||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 32.2** | |||||
| 101 | The following materials from the Edgewell Personal Care Company Quarterly Report on Form 10-Q formatted in inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income for the three and six months ended March 31, 2025 and 2024, (ii) the Condensed Consolidated Balance Sheets at March 31, 2025 and September 30, 2024, (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2025 and 2024, (iv) the Condensed Consolidated Statements of Shareholder’s Equity for the three and six months ended March 31, 2025 and 2024 and (v) Notes to Condensed Consolidated Financial Statements. The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.” | ||||
| 104* | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). | ||||
*Filed herewith.
** Furnished herewith.
38
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EDGEWELL PERSONAL CARE COMPANY | |||||||||||
| Registrant | |||||||||||
| By: | /s/ Francesca Weissman | ||||||||||
| Francesca Weissman | |||||||||||
| Chief Financial Officer | |||||||||||
| (principal financial officer) | |||||||||||
| Date: | May 7, 2025 | ||||||||||
39
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Rod R. Little, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Edgewell Personal Care Company;
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: May 7, 2025
| /s/ Rod R. Little | ||
| Rod R. Little | ||
| Chief Executive Officer | ||
| (principal executive officer) | ||
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Francesca Weissman, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Edgewell Personal Care Company;
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: May 7, 2025
| /s/ Francesca Weissman | ||
| Francesca Weissman | ||
| Chief Financial Officer | ||
| (principal 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
The undersigned officer of Edgewell Personal Care Company (the "Company") hereby certifies to his knowledge that the Company's quarterly report on Form 10-Q for the period ended March 31, 2025 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) of 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 7, 2025
| /s/ Rod R. Little | ||
| Rod R. Little | ||
| 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
The undersigned officer of Edgewell Personal Care Company (the "Company") hereby certifies to his knowledge that the Company's quarterly report on Form 10-Q for the period ended March 31, 2025 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 7, 2025
| /s/ Francesca Weissman | ||
| Francesca Weissman | ||
| Chief Financial Officer | ||