SEC Filings

424B3
SPECTRUM BRANDS, INC. filed this Form 424B3 on 08/03/2016
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Table of Contents

SPECTRUM BRANDS HOLDINGS, INC.

SB/RH HOLDINGS, LLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

This report is a combined report of Spectrum Brands Holdings, Inc. (“SBH”) and SB/RH Holdings, LLC (“SB/RH”) (collectively, the “Company”). The notes to the condensed consolidated financial statements that follow include both consolidated SBH and SB/RH notes, unless otherwise indicated below.

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and its majority owned subsidiaries in accordance with accounting principles for interim financial information generally accepted in the United States and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations. It is management’s opinion, however, that all material adjustments have been made which are necessary for a fair financial statement presentation. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU provides for changes to the accounting for share-based payment awards issued to employees; primarily income taxes upon award vest or settlement, cash flow presentations of excess tax benefits and employee withheld taxes paid, as well as an entity forfeiture policy election. The ASU is effective for annual periods beginning after December 15, 2016, and interim period within those annual periods. Early adoption is permitted for any interim or annual period. The Company has elected to early adopt for the three month period ended July 3, 2016, effective as if adopted the first day of the fiscal year, October 1, 2015.

Under the new guidance, all excess tax benefits (“windfalls”) and deficiencies (“shortfalls”) related to employee stock compensation will be recognized within income tax expense. Under prior guidance, windfalls were recognized to additional paid-in capital and shortfalls were only recognized in the extent they exceed the pool of windfall tax benefits. As of September 30, 2015, there was $22.2 million of unrecognized deferred tax assets attributable to excess tax benefits that were not previously recognized as they did not reduce income taxes payable. The cumulative adjustment for the adoption did not have an impact on net equity as the incremental deferred tax assets are fully reserved by an incremental valuation allowance as of September 30, 2015. The adoption of the new standard impacted our previously reported quarterly results for the recognition of excess tax benefits in our provision for income taxes rather than paid in capital. Due to the valuation allowance on deferred taxes, there was no impact to our quarterly results for the three month period ended January 3, 2016. The following summarizes the impact to the three and six months periods ended April 3, 2016:

 

SBH Statements of Operations   Three Month Period Ended April 3, 2016     Six Month Period Ended April 3, 2016  

(in millions, except per share)

  As Reported     Adjustment     As Adjusted     As Reported     Adjustment     As Adjusted  

Income tax expense (benefit)

  $ 14.9     $ (17.4   $ (2.5   $ 21.8     $ (17.4   $ 4.4  

Net income

    75.3       17.4       92.7       149.0       17.4       166.4  

Net income attributable to controlling interest

    75.2       17.4       92.6       148.8       17.4       166.2  

Earnings Per Share

           

Basic earnings per share

  $ 1.27     $ 0.29     $ 1.56     $ 2.51     $ 0.29     $ 2.80  

Diluted earnings per share

  $ 1.26     $ 0.29     $ 1.55     $ 2.50     $ 0.29     $ 2.79  
SB/RH Statements of Operations   Three Month Period Ended April 3, 2016     Six Month Period Ended April 3, 2016  

(in millions)

  As Reported     Adjustment     As Adjusted     As Reported     Adjustment     As Adjusted  

Income tax expense

  $ 19.4      $ (10.4   $ 9.0     $ 26.3      $ (10.4   $ 15.9  

Net income

    72.2        10.4       82.6       147.7        10.4       158.1  

Net income attributable to controlling interest

    72.1        10.4       82.5       147.5        10.4       157.9  

Further, as part of the adoption, the Company elected to account for forfeitures in compensation cost as they occur. The cumulative impact for the change in election was not material and was recognized in the three month period ended July 3, 2016.

 

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