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Divestitures | 9 Months Ended
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Jun. 28, 2020
Discontinued Operations and Disposal Groups [Abstract] |
Divestitures | DIVESTITURES The following table summarizes the components of Income from Discontinued Operations, Net of Tax in the accompanying Condensed Consolidated Statement of Income for the three and nine month periods ended June 28, 2020 and June 30, 2019:
|  | Three Month Periods Ended |  |  |  | Nine Month Periods Ended |  |
(in millions) |  | June 28, 2020 |  | June 30, 2019 |  | June 28, 2020 |  | June 30, 2019
(Loss) income from discontinued operations before income taxes - GBL |  | $ | (0.2) |  |  | $ | (5.7) |  |  | $ | 3.6 |  |  | $ | 975.7 |
Income (loss) from discontinued operations before income taxes - GAC |  | — |  |  | 0.8 |  |  | — |  |  | (114.7) |
(Loss) income from discontinued operations before income taxes |  | (0.2) |  |  | (4.9) |  |  | 3.6 |  |  | 861.0 |
Income tax (benefit) expense from discontinued operations |  | (8.2) |  |  | (3.7) |  |  | (8.6) |  |  | 161.9 |
Iincome (loss) from discontinued operations, net of tax |  | 8.0 |  |  | (1.2) |  |  | 12.2 |  |  | 699.1 |
Income (loss) from discontinued operations attributable to controlling interest, net of tax |  | $ | 8.0 |  |  | $ | (1.2) |  |  | $ | 12.2 |  |  | $ | 699.1 |
During the three month period ended June 28, 2020, the Company recognized an $8.8 million tax benefit to discontinued operations from the return to provision adjustments related to the divestitures of GBL, primarily from changes to US GILTI on the non-US portions of the sold business. During the fiscal third quarter for the period ended June 28, 2020, the Company identified an out of period error in Income from Discontinued Operations, net of tax, of $22.6 million as part of the return-to-provision adjustments. These adjustments correct an error in computing the tax on the gain on sales included in the year end tax provision for discontinued operations recognized in the fiscal year ended September 30, 2019. The Company has concluded that the misstatements are not material to the consolidated financial statements. The Company has updated the Condensed Consolidated Statement of Financial Position for the year ended September 30, 2019 within this filing and will continue to do so in subsequent filings to reflect the corrected numbers as follows:
|  | SBH |  |  |  |
(in millions) |  | As reported |  | Adjustment |  | As Adjusted
Deferred charges and other |  | $ | 51.7 |  |  | $ | 15.5 |  |  | $ | 67.2 |
Total assets |  | 5,230.5 |  |  | 15.5 |  |  | 5,246.0 |
Other current liabilities |  | 216.0 |  |  | (1.8) |  |  | 214.2 |
Current liabilities |  | 1,141.9 |  |  | (1.8) |  |  | 1,140.1 |
Deferred tax liabilities |  | 55.9 |  |  | (5.3) |  |  | 50.6 |
Total liabilities |  | 3,524.2 |  |  | (7.1) |  |  | 3,517.1 |
Accumulated earnings |  | 201.2 |  |  | 22.6 |  |  | 223.8 |
Total shareholders' equity |  | 1,698.3 |  |  | 22.6 |  |  | 1,720.9 |
Total equity |  | 1,706.3 |  |  | 22.6 |  |  | 1,728.9 |
Total liabilities and equity |  | 5,230.5 |  |  | 15.5 |  |  | 5,246.0 |
|  | SB/RH |  |  |  |
(in millions) |  | As reported |  | Adjustment |  | As Adjusted
Income tax payable |  | $ | 240.5 |  |  | $ | (1.8) |  |  | $ | 238.7 |
Current liabilities |  | 1,356.0 |  |  | (1.8) |  |  | 1,354.2 |
Deferred tax liabilities |  | 272.2 |  |  | (20.8) |  |  | 251.4 |
Total liabilities |  | 3,879.1 |  |  | (22.6) |  |  | 3,856.5 |
Accumulated deficit |  | (437.3) |  |  | 22.6 |  |  | (414.7) |
Total shareholder's equity |  | 1,402.5 |  |  | 22.6 |  |  | 1,425.1 |
Total equity |  | 1,412.1 |  |  | 22.6 |  |  | 1,434.7 |
Additionally, the beginning balance for Accumulated Earnings as of September 30, 2019 in the Company's Consolidated Statement of Shareholder's Equity within this filing and in subsequent filings was increased $22.6 million to reflect the corrected numbers. The adjustment does not impact the Statement of Income for the comparable interim periods during the year ended September 30, 2019 and will be adjusted to reflect the corrected numbers in the Company's Consolidated Statement of Income in our subsequent annual report for the year ended September 30, 2020. GBL On January 2, 2019, the Company completed the sale of its GBL business pursuant to the GBL acquisition agreement with Energizer Holdings, Inc. (“Energizer”) for cash proceeds of $1,956.2 million, resulting in a pre-tax gain on sale of $989.8 million during the year ended September 30, 2019, including the settlement of customary purchase price adjustments for working capital and assumed indebtedness, recognition of tax and legal indemnifications under the acquisition agreement and an estimated contingent purchase price adjustment for the settlement of the planned divestiture of the Varta® consumer batteries business by Energizer. The results of operations and gain on sale for disposal of the GBL business were recognized as a component of discontinued operations during the year ended September 30, 2019. The GBL acquisition agreement provided for a purchase price adjustment that was contingent upon the completion of the divestiture of the Varta® consumer battery, chargers, portable power and portable lighting business in the EMEA region by Energizer, including manufacturing and distribution facilities in Germany. The purchase price adjustment included a downward adjustment equal to 75% of the difference between the divestiture sale price and the target sale price of $600 million, not to exceed $200 million, or a potential upward adjustment equal to 25% of the excess purchase price. Effective January 2, 2020, Energizer closed its divestiture of the Varta® consumer batteries business to Varta Aktiengesellschaft (“Varta AG”) with an aggregate purchase price of €180 million and, in accordance with the terms and conditions of the GBL acquisition agreement, the Company was obligated to contribute up to $200.0 million to Energizer in connection with the sale. The Company settled the outstanding balance with Energizer for $197.0 million during the three month period ended March 29, 2020. The Company and Energizer have agreed to indemnify each other for losses arising from certain breaches of the GBL acquisition agreement and for certain other matters. The Company has agreed to indemnify Energizer for certain liabilities relating to the assets retained by the Company, and Energizer has agreed to indemnify the Company for certain liabilities assumed by Energizer, in each case as described in the acquisition agreement. As of June 28, 2020, the Company recognized $50.3 million related to indemnifications in accordance with the acquisition agreement, including $34.0 million within Indemnification Payable to Energizer on the Company’s Consolidated Condensed Statement of Financial Position primarily attributable to current income tax indemnifications and $16.3 million within Other Long-Term Liabilities on the Company’s Consolidated Condensed Statement of Financial Position primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits. The Company and Energizer entered into related agreements that became effective upon the consummation of the acquisition including a customary transition services agreement (“TSA”) and reverse TSA. The TSA and reverse TSA are recognized as a component of continuing operations for periods following the completion of the GBL sale. See Note 18 – Related Party Transactions for additional discussion. The following table summarizes the components of Income from Discontinued Operations, Net of Tax associated with the GBL divestiture in the accompanying Condensed Consolidated Statements of Operations for the three and nine month period ended June 30, 2019:
|  | Three Month Period Ended |  | Nine Month Period Ended
(in millions) |  | June 30, 2019 |  | June 30, 2019
Net sales |  | $ | — |  |  | $ | 249.0 |
Cost of goods sold |  | — |  |  | 164.6 |
Gross profit |  | — |  |  | 84.4 |
Operating expenses |  | — |  |  | 57.0 |
Operating income |  | — |  |  | 27.4 |
Interest expense |  | — |  |  | 23.3 |
Other non-operating expense, net |  | — |  |  | 0.5 |
Loss (Gain) on sale |  | 5.7 |  |  | (990.6) |
Reclassification of accumulated other comprehensive income |  | — |  |  | 18.5 |
(Loss) income from discontinued operations before income taxes |  | $ | (5.7) |  |  | $ | 975.7 |
During the three month period ended June 28, 2020, the Company recognized incremental pre-tax loss on sale of $0.2 million and during the nine month period ended June 28, 2020, the Company recognized pre-tax gain on sale of $3.6 million, for changes to tax and legal indemnifications and other agreed-upon funding under the acquisition agreement. Beginning in January 2018, the Company ceased the recognition of depreciation and amortization of long-lived assets associated with GBL, therefore no depreciation and amortization was recognized during the three and nine month periods ended June 30, 2019. Interest expense consists of interest from debt directly held by subsidiaries of the business held for sale, including interest from capital leases, and interest on Term Loans required to be paid down using proceeds received on disposal on sale of a business. The Company paid down the Term Loans after the completion of the GBL divestiture. No impairment loss was recognized as the proceeds from the disposal of the business were more than the carrying value. During the nine month period ended June 30, 2019, the Company incurred transaction costs of $12.9 million associated with the divestiture, which were recognized as a component of income from discontinued operations. Transaction costs were expensed as incurred and included fees for investment banking services, legal, accounting, due diligence, tax, valuation and various other services necessary to complete the transaction. After the completion of the divestiture, the Company incurred incremental costs to facilitate separation of shared operations, development of transferred shared service operations, platforms and personnel transferred under the transaction which have been recognized as Transaction Related Charges as part of continuing operations on the Company’s Condensed Consolidated Statement of Income. See Note 1 – Basis of Presentation and Significant Accounting Policies for further detail. GAC On January 28, 2019, the Company completed the sale of its GAC business pursuant to the GAC acquisition agreement with Energizer for $938.7 million in cash proceeds and $242.1 million in stock consideration of common stock of Energizer, resulting in the write-down of net assets held for sale of $111.0 million during the year ended September 30, 2019, including the settlement of customary purchase price adjustments for working capital and assumed indebtedness, and recognition of tax and legal indemnifications in accordance with the GAC acquisition agreement. The results of operations and write-down of net assets held for sale for the disposal of the GAC business were recognized as a component of discontinued operations during the year ended September 30, 2019. The Company and Energizer have agreed to indemnify each other for losses arising from certain breaches of the GAC acquisition agreement and for certain other matters. The Company has agreed to indemnify Energizer for certain liabilities relating to the assets retained by the Company, and Energizer has agreed to indemnify the Company for certain liabilities assumed by Energizer, in each case as described in the acquisition agreement. As of June 28, 2020, the Company has recognized $1.4 million related to indemnifications in accordance with the acquisition agreement within Other Long-Term Liabilities on the Company’s Condensed Consolidated Statement of Financial Position primarily attributable to income tax indemnifications associated with previously recognized uncertain tax benefits. The Company and Energizer entered into related agreements ancillary to the GAC acquisition that became effective upon the consummation of the acquisition, including a TSA and reverse TSA, a supply agreement with the Company’s H&G business, as well as a shareholder agreement. The TSA and reverse TSA are recognized as a component of continuing operations for periods following the completion of the GAC sale. The supply agreement with the Company’s H&G business is recognized as a component of net sales and continuing operations. Sales from the Company’s H&G segment to GAC discontinued operations prior to the divestiture have been recognized as a component of net sales and continuing operations for all comparable periods. See Note 18 – Related Party Transactions for additional discussion. The following table summarizes the components of income from discontinued operations before income taxes associated with the GAC divestiture in the accompanying Consolidated Statements of Operations for the three and nine month periods ended June 30, 2019:
|  | Three Month Period Ended |  | Nine Month Period Ended
(in millions) |  | June 30, 2019 |  | June 30, 2019
Net sales |  | $ | — |  |  | $ | 87.7 |
Cost of goods sold |  | — |  |  | 52.5 |
Gross profit |  | — |  |  | 35.2 |
Operating expenses |  | — |  |  | 35.7 |
Operating loss |  | — |  |  | (0.5) |
Interest expense |  | — |  |  | 0.7 |
Other non-operating expense, net |  | — |  |  | 0.2 |
Write-down of assets of business held for sale to fair value less cost to sell |  | (0.8) |  |  | 110.0 |
Reclassification of accumulated other comprehensive income |  | — |  |  | 3.3 |
Income (loss) from discontinued operations before income taxes |  | $ | 0.8 |  |  | $ | (114.7) |
Beginning in November 2018, the Company ceased the recognition of depreciation and amortization of long-lived assets associated with GAC, resulting in $1.4 million of depreciation and amortization recognized during the nine month period ended June 30, 2019. Interest expense consists of interest from debt directly held by subsidiaries of the business held for sale, including interest from capital leases. During the nine month period ended June 30, 2019, the Company recognized a $110.0 million write-down on net assets held for sale associated with the GAC divestiture attributable to the expected fair value to be realized from the sale, net of transaction costs. The impairment was primarily driven by the change in value of stock consideration to be received as a component of the purchase price from Energizer. During the nine month period ended June 30, 2019, the Company incurred transaction costs of $8.8 million associated with the divestiture, which have been recognized as a component of income from discontinued operations on the Consolidated Statements of Income. Transaction costs are expensed as incurred and include fees for investment banking services, legal, accounting, due diligence, tax, valuation and various other services necessary to complete the transactions. After the completion of the divestiture, the Company incurred incremental costs to facilitate separation of shared operations, development of transferred shared service operations, platforms and personnel transferred under the transaction which have been recognized as Transaction Related Charges as part of continuing operations on the Company’s Condensed Consolidated Statement of Income. See Note 1 – Basis of Presentation and Significant Accounting Policies for further detail. Coevorden Operations On March 29, 2020, the Company completed its sale of the dog and cat food (“DCF”) production facility and distribution center in Coevorden, Netherlands (“Coevorden Operations”) pursuant to an agreement with United Petfood Producers NV (“UPP”) for total cash proceeds of $30.1 million. The divestiture does not constitute a strategic shift for the Company and therefore is not considered discontinued operations. The divestiture of the Coevorden Operations was defined as a disposal of a business and a component of the GPC segment and reporting unit, resulting in the allocation of $10.6 million of GPC goodwill to the disposal group based upon a relative fair-value allocation. The Company realized a loss on assets held for sale of $26.8 million during the nine month period ended June 28, 2020. The Company and UPP entered into related agreements ancillary to the acquisition that became effective upon the consummation of the acquisition, including a TSA. The Company will continue to operate its commercial DCF business following the divestiture of the Coevorden Operations and entered into a manufacturing agreement with UPP to supply the continuing DCF business, subject to an incremental tolling charge. Additionally, the Company will lease and operate the distribution center on behalf of UPP for up to 18 months following the divestiture under a lease agreement.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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