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Acquisitions
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisitions

6.

Acquisitions

 

On August 7, 2017, the Company acquired Pik Holdings, Inc. (“Waterpik”), a water-jet technology company that designs and sells both oral water flossers and replacement shower heads (the “Waterpik Acquisition”).  The total purchase price was $1,024.6 (net of cash acquired), which is subject to a working capital adjustment.  Waterpik’s annual sales were approximately $265.0 for the trailing twelve months through June 30, 2017.  The Company financed the Waterpik Acquisition with proceeds from its underwritten public offering of $1,425.0 aggregate principal amount of Senior Notes (as defined in Note 9) completed on July 25, 2017.  Subsequent to the Waterpik Acquisition, Waterpik is managed by the Consumer Domestic and Consumer International segments.

 

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

 

2017

 

 

Waterpik

 

Current assets

$

95.4

 

Property, plant and equipment

 

28.4

 

Trade name (indefinite lived)

 

644.7

 

Other intangible assets

 

146.1

 

Goodwill

 

424.3

 

Current liabilities

 

(31.8

)

Long-term liabilities

 

(282.5

)

Cash purchase price (net of cash acquired)

$

1,024.6

 

 

The life of the amortizable intangible assets recognized from the Waterpik Acquisition will be amortized over 15 years.  The goodwill is a result of expected synergies from combined operations of the acquisition and the Company.   The fair values of the assets and liabilities of the Waterpik Acquisition above is considered preliminary as the purchase price allocation is not finalized.

 

The following unaudited pro forma information is based on the Company’s historical data and assumptions for consolidated results of operations, and gives effect to the Waterpik Acquisition as if the acquisition occurred on January 1, 2016. These unaudited pro forma results include adjustments having a continuing impact on the Company’s consolidated statements of income. These adjustments primarily consist of adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangible assets, stock compensation expense, interest expense and adjustments to tax expense based on condensed consolidated pro forma results. These results have been prepared using assumptions the Company’s management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2016, and are not necessarily indicative of the results that may be achieved in the future, including but not limited to the realization of operating synergies that the Company may realize as a result of the acquisition.

 

Unaudited condensed consolidated pro forma results

Twelve Months Ended

 

 

Twelve Months Ended

 

 

December 31,

 

 

December 31,

 

 

2017

 

 

2016

 

 

Reported

 

 

Pro forma

 

 

Reported

 

 

Pro forma

 

Net Sales

$

3,776.2

 

 

$

3,936.2

 

 

$

3,493.1

 

 

$

3,739.3

 

Net Income

$

743.4

 

 

$

753.4

 

 

$

459.0

 

 

$

467.2

 

Net income per share - Basic

$

2.97

 

 

$

3.01

 

 

$

1.78

 

 

$

1.81

 

Net income per share - Diluted

$

2.90

 

 

$

2.94

 

 

$

1.75

 

 

$

1.78

 

 

On May 1, 2017, the Company acquired Agro BioSciences, Inc. (the “Agro Acquisition”), an innovator and leader in developing custom probiotic products for poultry, cattle and swine.  The total purchase price was approximately $75.0, which is subject to a working capital adjustment, and an additional payment of up to $25.0 after 3 years based on sales performance. Agro BioSciences, Inc.’s annual sales were approximately $11.0 in 2016.  The acquisition was funded with short-term borrowings and is managed by the Specialty Products Division (“SPD”) segment.

 


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

 

2017

 

 

Agro

 

Inventory and other assets

$

2.5

 

Trade names and other intangibles

 

37.0

 

Goodwill

 

53.4

 

Contingent consideration

 

(17.8

)

Cash purchase price (net of cash acquired)

$

75.1

 

The life of the amortizable intangible assets recognized from the Agro Acquisition ranges from 5 - 15 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 of the acquisition is not material to the Company’s consolidated financial results.  Subsequent to the acquisition, the Company increased the estimate of the contingent consideration liability $5.4 from $17.8 to $23.2 based on updated financial performance forecasts. The charge was recorded in SG&A in the SPD segment.

On January 17, 2017, the Company acquired the Viviscal business (“VIVISCAL”) from Lifes2Good Holdings Limited for $160.3 (the “Viviscal Acquisition”).  VIVISCAL is a leading hair care supplement brand both in the U.S. and the U.K. with global annual sales of $44.0 in 2016.  The VIVISCAL brand is complementary to the Company’s global BATISTE dry shampoo and TOPPIK hair care business. The Viviscal Acquisition was funded with short-term borrowings and is managed by the Consumer Domestic and Consumer International segments.

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

 

 

 

 

 

2017

 

 

Viviscal

 

Inventory and other working capital

$

10.3

 

Trade names and other intangibles

 

119.6

 

Goodwill

 

36.9

 

Current liabilities

 

(6.5

)

Cash purchase price (net of cash acquired)

$

160.3

 

 

The life of the amortizable intangible assets recognized from the Viviscal Acquisition ranges from 15 - 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 of the acquisition is not material to the Company’s consolidated financial results.  

 

On December 22, 2016, the Company acquired the ANUSOL and RECTINOL (the “Anusol Acquisition”) business from Johnson & Johnson, Inc. for $130.  These are the leading hemorrhoid care brands in each market in which they operate, primarily in the U.K., Canada, Australia and South Africa with total annual sales of $24 in 2016.  The acquisition was funded with additional short-term borrowings and will be managed in the Consumer International segment.

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

 

2016

 

 

Anusol

 

Inventory and other working capital

$

0.5

 

Trade names and other intangibles

 

91.7

 

Goodwill

 

37.8

 

Cash purchase price

$

130.0

 

The life of the amortizable intangible assets recognized from the Anusol Acquisition ranges from 15 - 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 January 4, 2016, the Company acquired Spencer Forrest, Inc., the maker of TOPPIK, (the “Toppik Acquisition”), the leading brand of hair building fibers for people with thinning hair.  The total purchase price was $175.3.  The Company financed the acquisition with short-term borrowings.  This brand is managed within the Consumer Domestic and Consumer International segments.  

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

 

2016

 

 

Toppik

 

Inventory and other working capital

$

9.3

 

Property, plant and equipment and other long-term assets

 

0.2

 

Trade names and other intangibles

 

115.8

 

Goodwill

 

52.3

 

Current liabilities

 

(2.3

)

Cash purchase price (net of cash acquired)

$

175.3

 

The life of the amortizable intangible assets recognized from the Toppik Acquisition ranges from 10 - 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 January 2, 2015, the Company acquired VI-COR, a manufacturer and seller of feed ingredients for cows, beef cattle, poultry and other livestock for cash consideration of $74.9, and made an additional $4.6 contingent payment based on 2015 operating results.  The Company financed the acquisition with available cash.  These brands are managed within the SPD segment.  

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

 

2015

 

 

VI-COR

 

Inventory and other working capital

$

1.1

 

Property, plant and equipment

 

6.4

 

Trade names and other intangibles

 

42.1

 

Goodwill

 

29.9

 

Purchase Price

$

79.5

 

Fair value of contingent payment due in one year

 

(4.6

)

Cash purchase price

$

74.9

 

 

The life of the amortizable intangible assets recognized from the VI-COR Acquisition ranges from 5 - 15 years.  The goodwill is a result of expected synergies from combined operations of the acquired assets and the Company.  Pro forma results are not presented because the impact is not material to the Company’s consolidated financial results.  

The goodwill and other intangible assets associated with the Waterpik Acquisition are not deductible for U.S. tax purposes.  The goodwill and other intangible assets associated with the Agro, Viviscal, Anusol, Toppik, and VI-COR Acquisitions are deductible for U.S. tax purposes.