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Acquisition
12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Acquisition

6.

Acquisitions

On September 19, 2014, the Company acquired certain feminine care brands, including REPHRESH and REPLENS, from Lil’ Drug Store Products, Inc., (“Lil’ Drug Store Brands Acquisition”) for cash consideration of $215.7.  The Company paid for the acquisition with additional debt.  The annual sales of the acquired brands are approximately $46.0.  These feminine care brands are managed within the Consumer Domestic and Consumer International segments.  

The fair values of the net assets acquired are set forth as follows:  

 

 

 

2014

 

 

 

 

 

 

 

Acquisition

 

 

 

 

 

Lil’ Drug Store

 

Fair Value

 

 

 

 

 

Inventory and other working capital

 

$

3.2

 

 

 

 

 

Property, plant and equipment

 

 

0.7

 

 

 

 

 

Trade Names and other intangibles

 

 

109.0

 

 

 

 

 

Goodwill

 

 

102.8

 

 

 

 

 

Purchase Price

 

$

215.7

 

 

 

 

 

 The life of the amortizable intangible assets recognized from the Lil’ Drug Store Brands Acquisition ranges from 5 - 20 years.  The goodwill is a result of expected synergies from combined operations of the acquisition and the Company.  Pro forma results are not presented because the impact is not material to the Company’s consolidated financial results.

 

On October 1, 2012, the Company acquired all of the issued and outstanding capital stock of Avid Health, Inc. (“Avid Health”) for $652.8.  The Company financed the acquisition with a combination of proceeds from an underwritten public offering of $400 aggregate principal amount of 2.875% Senior Notes due 2022, the issuance of commercial paper and cash.  Products acquired in the acquisition include L’IL CRITTERS children’s gummy form dietary supplements and VITAFUSION adult gummy form dietary supplements.  These dietary supplement brands are managed principally within the Consumer Domestic and Consumer International segments.

The final fair values of the net assets acquired in 2012 for Avid Health, including the 2013 adjustments to fair value are below.  The 2013 measurement period adjustments were not retrospectively adjusted as of December 31, 2012 as the amounts were not material.

 

 

2012

 

 

 

Acquisition

 

 

 

Date Final

 

Avid Health

 

Fair Value

 

Inventory

 

$

38.8

 

Accounts receivables, net

 

 

29.3

 

Other current assets

 

 

1.9

 

Property, plant and equipment

 

 

31.6

 

Long-term assets

 

 

1.4

 

Trade Names and other intangibles

 

 

362.2

 

Goodwill

 

 

353.8

 

Total Assets

 

$

819.0

 

Other current liabilities

 

 

(19.5

)

Deferred income taxes

 

 

(146.7

)

Purchase Price

 

$

652.8

 

 

Unaudited pro forma results for 2012 reflecting the Avid Health acquisition are presented below.

 

 

 

Twelve Months Ended

 

Unaudited consolidated pro forma results

 

December 31, 2012

 

 

 

Reported

 

 

Pro forma

 

Net Sales

 

$

2,921.9

 

 

$

3,106.0

 

Net Income

 

$

349.8

 

 

$

374.9

 

Net Income per share - Basic

 

$

2.50

 

 

$

2.68

 

Net Income per share - Diluted

 

$

2.45

 

 

$

2.63

 

 

These pro forma results give effect to the Avid Health acquisition as if it occurred on January 1, 2011.  2012 pro forma net income was adjusted to exclude the pre-tax equivalent of $4.4 of acquisition-related costs and $7.6 of nonrecurring expense related to the fair value adjustment to acquisition-date inventory.