8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 9, 2020

_____________________________________________________________________________________

Energizer Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri	1-36837	36-4802442
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

533 Maryville University Drive

St. Louis, Missouri 63141

(Address of principal executive offices)

Registrant’s telephone number, including area code: (314) 985-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	ENR	New York Stock Exchange
Series A Mandatory Convertible Preferred Stock, par value $.01 per share	ENR PRA	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark 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. ☐

Item 7.01. Regulation FD Disclosure.

On September 9, 2020, Energizer Holdings, Inc. (the “Company”) issued a press release to update its financial outlook for fiscal 2020. A copy of the press release is available on the Company's website and is attached to this 8-K as Exhibit 99.1 and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the Exchange Act, nor shall such information or exhibit be deemed incorporated by reference into any filing by the Registrant with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, as amended, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated September 9, 2020.
101	Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ENERGIZER HOLDINGS, INC.

By:  /s/ Timothy W. Gorman            

Timothy W. Gorman

Executive Vice President and Chief Financial Officer

Dated: September 9, 2020

EX-99.1

Exhibit 99.1

	Energizer Holdings, Inc. 533 Maryville University Dr. St. Louis, MO 63141
FOR IMMEDIATE RELEASE
September 9, 2020	Company Contact Jacqueline E. Burwitz Vice President, Investor Relations 314-985-2169 Jacqueline.E.Burwitz@energizer.com

Energizer Holdings, Inc. Provides Update on Fiscal Year 2020 Ahead of Barclays Global Consumer Conference on September 10, 2020

•Reaffirms previous guidance for Fiscal 2020 Adjusted EBITDA, EPS and Free Cash Flow

•Increases fourth quarter organic revenue growth to 3% to 6% with full year organic revenue growth expected to be 1.5% to 2.5%

•Increases Fiscal Year 2020 incremental costs of product sold associated with COVID-19 to approximately $23 million, $5 to $8 million higher than previous guidance.

•Announces $200 million debt repayment on its revolver.

St. Louis, Missouri, September 9, 2020– Energizer Holdings, Inc. (NYSE: ENR) today reaffirms its outlook for Fiscal 2020 of adjusted EBITDA of $575 to $585 million, adjusted diluted earnings per share of $2.45 to $2.55 and adjusted free cash flow to be greater than $300 million. Reflecting continued elevated demand in North American batteries and sustained growth in auto care, the company now expects Fiscal 2020 reported net sales to increase 9.5% to 11% for the full year, including anticipated organic net sales growth of 1.5% to 2.5% for the fiscal year and anticipated organic net sales growth between 3% and 6% for the fourth quarter. In addition, the company now expects that incremental costs of product sold related to COVID-19 will be approximately $23 million for the fiscal year.

The company also announced that it has repaid $200 million on its revolving credit facility as the free cash flow generated by the business continues to be strong.

“To date in the fourth quarter, we are continuing to see elevated demand across each of our categories,” said Alan Hoskins, Chief Executive Officer. “In order to maintain the high service levels our customers expect and deliver the products consumers want and need, we are also incurring incremental manufacturing and product costs, the majority of which we expect to abate in the first half of Fiscal 2021. We are proud of how our team continues to focus to collectively deliver on our guiding principles

- ensuring the health and safety of our colleagues and providing our customers and consumers with essential products when they need them most.”

Energizer’s Response to COVID-19

Energizer’s top priorities are the safety and health of colleagues and maintaining business continuity to meet the needs of its customers and consumers. Given the criticality of Energizer’s products to the medical community, disaster response, and general preparedness needs, Energizer colleagues have worked diligently to support the integrity of the company’s supply chain in order to keep its global manufacturing footprint and network of suppliers operating effectively to ensure a rapid response to serve the needs of customers and consumers.

In order to operate in the safest manner possible, the company is working closely with the appropriate public health officials to follow stated health and safety guidelines in the cities and countries where Energizer operates. All of the company’s manufacturing, distribution, and other facilities are operating under these guidelines while striving to maintain the highest fill rates possible in the current circumstances.

About Energizer:

Energizer Holdings, Inc. (“Energizer”, NYSE: ENR), headquartered in St. Louis, Missouri, is one of the world’s largest manufacturers and distributors of primary batteries, portable lights, and auto care appearance, performance, refrigerant, and fragrance products. Our portfolio of globally recognized brands include Energizer^®, Armor All^®, Eveready^®, Rayovac^®, STP^®, Varta^®, A/C Pro^®, Refresh Your Car!^®, California Scents^®, Driven^®, Bahama & Co.^®, LEXOL^®, Eagle One^®, Nu Finish^®, Scratch Doctor^®, and Tuff Stuff^®. As a global branded consumer products company, Energizer’s mission is to lead the charge to deliver value to our customers and consumers better than anyone else. Visit www.energizerholdings.com for more details.

Forward-Looking Statements

This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “belief,” “estimate,” “plan,” “target,” “predict,” “likely,” “should,” “forecast,” “outlook,” or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:

•market and economic conditions;

•market trends in the categories in which we compete;

•the impact of the COVID-19 outbreak on consumer demand, costs, product mix, the availability of our products, our strategic initiatives, our and our partners' global supply chains, operations and routes to market;

•our ability to integrate businesses, to realize the projected results of the acquired businesses, and to obtain expected cost savings, synergies and other anticipated benefits of the acquired businesses within the expected timeframe, or at all;

•the impact of the acquired businesses on our business operations;

•the success of new products and the ability to continually develop and market new products;

•our ability to attract, retain and improve distribution with key customers;

•our ability to continue planned advertising and other promotional spending;

•our ability to timely execute strategic initiatives, including restructurings, and international go-to-market changes in a manner that will positively impact our financial condition and results of operations and does not disrupt our business operations;

•the impact of strategic initiatives, including restructurings, on our relationships with employees, customers and vendors;

•our ability to maintain and improve market share in the categories in which we operate despite heightened competitive pressure;

•financial strength of distributors and suppliers;

•our ability to improve operations and realize cost savings;

•the impact of the United Kingdom’s future trading relationships following its exit from the European Union;

•the impact of foreign currency exchange rates and currency controls, as well as offsetting hedges;

•the impact of adverse or unexpected weather conditions;

•uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark;

•the impact of raw materials and other commodity costs;

•the impact of legislative changes or regulatory determinations or changes by federal, state and local, and foreign authorities, including customs and tariff determinations, as well as the impact of potential changes to tax laws, policies and regulations;

•costs and reputational damage associated with cyber-attacks or information security breaches or other events;

•the impact of advertising and product liability claims and other litigation; and

•compliance with debt covenants and maintenance of credit ratings as well as the impact of interest and principal repayment of our existing and any future debt.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those detailed from time to time in our publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on November 19, 2019 and our Form 10-Q filed with the Commission on August 5, 2020.

Non-GAAP Measures. The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as acquisition and integration costs and related items, settlement loss on pension plan terminations, loss on extinguishment of debt, and the one-time impact of the CARES Act. In addition, these measures help investors to analyze year over year comparability when excluding currency fluctuations, acquisition activity as well as other company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items being adjusted.

We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure for our full year 2020 Outlook:

Adjusted Net Earnings From Continuing Operations and Adjusted Diluted Net Earnings Per Common Share - Continuing Operations (EPS). These measures exclude the impact of the costs related to acquisition and integration, the loss on extinguishment of debt and the one-time impact of the CARES Act.

Fiscal Year 2020 Outlook Reconciliation - Adjusted earnings from continuing operations and Adjusted diluted net earnings per common share - continuing operations (EPS)
(in millions, except per share data)	Net earnings from continuing operations					EPS from continuing operations
Fiscal Year 2020 - GAAP Outlook	$130		to	$144		$1.64		to	$1.85
Impacts:
Acquisition and integration costs, net of tax benefit	56		to	49		$0.81		to	$0.70
Fiscal Year 2020 - Adjusted Outlook	$186		to	$193		$2.45		to	$2.55
Weighted average shares - Diluted						69.5			69.5
EBITDA is defined as net earnings from continuing operations before income tax provision, interest and depreciation and amortization. Adjusted EBITDA further excludes the impact of the costs related to acquisition and integration and share based payments.
Fiscal Year 2020 Outlook Reconciliation - Adjusted EBITDA
(in millions)
Net earnings from continuing operations		$130			to		$144
Income tax provision		27			to		45
Earnings before income taxes		$157			to		$189
Interest expense		205			to		200
Amortization		57			to		56
Depreciation		53			to		50
EBITDA		$472			to		$495
Integration costs		75			to		65
Share-based payments		28					25
Adjusted EBITDA		$575			to		$585

Free Cash Flow is defined as net cash provided by operating activities from continuing operations reduced by capital expenditures, net of the proceeds from asset sales. Adjusted Free Cash Flow is defined as Free Cash Flow excluding the cash payments for acquisition and integration expenses and integration capital expenditures. The expense cash payments are net of the statutory tax benefit associated with the payment. The Company is unable to provide a reconciliation to the full year 2020 Adjusted free cash flow in excess of $300 million due to uncertainty regarding the timing and amount of future acquisition and integration costs and related payments.

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Cover Page	Aug. 05, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 09, 2020
Entity Registrant Name	Energizer Holdings, Inc.
Entity Incorporation, State or Country Code	MO
Entity File Number	1-36837
Entity Central Index Key	0001632790
Amendment Flag	false
Entity Tax Identification Number	36-4802442
Entity Address, Address Line One	533 Maryville University Drive
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63141
City Area Code	314
Local Phone Number	985-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	ENR
Security Exchange Name	NYSE
Series A Mandatory Convertible Preferred Stock, par value $.01 per share
Entity Information [Line Items]
Title of 12(b) Security	Series A Mandatory Convertible Preferred Stock, par value $.01 per share
Trading Symbol	ENR PRA
Security Exchange Name	NYSE