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EQUITY
12 Months Ended
Jun. 30, 2019
Equity [Abstract]  
EQUITY EQUITY
Common Stock
As of June 30, 2019, the Company’s common stock consisted of Class A Common Stock with a par value of $0.01 per share. The holders of Class A Common Stock are entitled to one vote per share. Prior to September 30, 2016, the Company had Class B Common Stock outstanding. As of June 30, 2019, total authorized shares of Class A Common Stock was 1,000.0 million and total outstanding shares of Class A Common Stock was 754.2 million.
In the fiscal years ended June 30, 2019, 2018, and 2017, the Company issued 1.0 million, 2.9 million, and 2.5 million shares of its Class A Common Stock, respectively, and received $5.2, $22.6, and $21.3, in cash, respectively, in connection with the exercise of employee stock options and settlement of RSUs and special incentive awards.
During the fiscal years ended June 30, 2019, 2018 and 2017, Cottage Holdco B.V. (“Cottage”), a wholly-owned subsidiary of JAB Cosmetics B.V. (“JABC”), and JABC acquired 10.8 million, 14.9 million and 2.6 million shares, respectively, of Class A Common Stock in the open market. The Company did not receive any proceeds from these stock purchases conducted by Cottage or JABC.
On April 30, 2019, Cottage completed a tender offer transaction (the “Offer”), acquiring 150.0 million of outstanding Class A shares of the Company at a price of $11.65 per share and as a result, became the Company’s majority stockholder. Immediately after completion of this tender offer transaction, Cottage indirectly controlled approximately 60% of Coty’s Class A shares and the Company became a majority-owned subsidiary of Cottage. Both Cottage and the shares of the Company held by JABC are indirectly controlled by Lucresca SE, Agnaten SE and JAB Holdings B.V. (“JAB”). The Company did not receive any proceeds from these stock purchases conducted by Cottage.
On October 1, 2016, the Company issued 409.7 million shares of Class A Common Stock in connection with the closing of the P&G Beauty Business acquisition as described in Note 3Business Combinations.
On September 30, 2016, JABC converted all of its shares of Class B Common Stock of the Company into shares of Class A Common Stock of the Company. The Company issued approximately 262.0 million shares of Class A Common Stock to JABC upon the conversion of JABC’s shares of Class B Common Stock. Prior to October 1, 2016, the Company was a majority-owned subsidiary of JABC.
On September 29, 2016, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation amending the Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of Class A Common Stock from 800.0 million shares to 1,000.0 million shares.
Preferred Stock
As of June 30, 2019, the Company’s preferred stock consisted of Series A and Series A-1 Preferred Stock with a par value of $0.01. The Series A and Series A-1 Preferred Stock are not entitled to receive any dividends and have no voting rights except as required by law. As of June 30, 2019, total authorized shares of preferred stock are 20.0 million.
On May 18, 2018, the Company reduced the total authorized number of shares of Series A Preferred Stock from 6.5 million to 6.3 million.
On January 15, 2019, the Company cancelled 3.0 million shares of its Series A Preferred Stock that were forfeited during the six months ended December 31, 2018, reducing the total authorized number of shares of Series A Preferred Stock from 6.3 million to 3.3 million.
On February 4, 2019, the Company authorized, designated and issued 6.9 million shares of Series A-1 Preferred Stock.
On June 14, 2019, the Company authorized, designated and issued 1.0 million shares of Series A-1 Preferred Stock, increasing the total authorized number of shares of Series A-1 Preferred Stock from 6.9 million to 7.9 million.
On June 18, 2019, the Company cancelled 0.4 million shares of its Series A Preferred Stock that were forfeited during the three months ended March 31, 2019, reducing the total authorized number of shares of Series A Preferred Stock from 3.3 million to 2.9 million.
The Series A and Series A-1 Preferred Stock are issued to executive officers and directors under subscription agreements. Generally, the subscription agreements entitle the holder of the vested Series A or Series A-1 Preferred Stock to exchange the Series A or Series A-1 Preferred Stock into either cash or shares of Class A Common Stock, at the election of the Company, at the exchange value. The exchange value is generally equal to the difference between the 10-day trailing average closing price of a share of Class A Common Stock on the date of exchange and a predetermined hurdle price. The Series A Preferred Stock generally vests on the fifth anniversary of issuance, subject to continued employment with the Company and investment by the holder in shares of Class A Common Stock throughout the vesting period. The Series A-1 Preferred Stock generally vests on graded vesting terms where 60% of the award granted vests after three years, 20% of the award granted vests after four years and 20% of the award granted vests after five years, subject to continued employment with the Company and investment by the holder in shares of Class A Common Stock throughout the vesting period. To the extent the Company controls whether such shares will be settled in cash or equity and intends to settle the grant in equity, the grant is treated as an equity grant, otherwise the grant is treated as a liability grant.
The following table summarizes the key terms of each outstanding issuance of Series A and Series A-1 Preferred Stock:
Issuance Date
Type
 
Number of Shares Awarded at Grant Date (millions of shares)
 
Number of Shares Outstanding (millions of shares)
 
Hurdle Price per Share
February 16, 2017 (a)
Series A
 
0.5

 
0.3

 
$
22.66

March 27, 2017 (a) (b)
Series A
 
1.0

 
1.0

 
$
22.39

November 16, 2017 (a)
Series A
 
1.0

 
0.2

 
$
19.85

February 4, 2019 (a)
Series A-1
 
6.9

 
6.9

 
$
8.75

June 14, 2019 (a)
Series A-1
 
1.0

 
1.0

 
$
14.48

 
 

(a) 
If the holder does not exchange the vested Series A or Series A-1 Preferred Stock by a specified expiration date, the Company must automatically exchange the Series A or Series A-1 Preferred Stock into cash or shares, at election of the Company.
(b) 
This grant was sold to Lambertus J.H. Becht (“Mr. Becht”), the Company’s former Chairman of the Board. Under the terms provided in the subscription agreement, the Series A Preferred Stock immediately vested on the grant date and the holder may exchange the vested shares after the fifth anniversary of the date of issuance. The Company requires shareholder approval in order to settle the exchange in shares of Class A Common Stock. Therefore, the award is classified as a liability as of June 30, 2019. An expense (income) of $(0.1) and $(1.7) and $3.8 was recorded during fiscal 2019, 2018 and 2017, respectively, and has been included in Selling, general and administrative expense on the Consolidated Statements of Operations.
As of June 30, 2019, total authorized shares of Series A and Series A-1 Preferred Stock are 2.9 million and 7.9 million, respectively, and total outstanding shares of Series A and Series A-1 Preferred Stock are 1.5 million and 7.9 million, respectively. Of the 1.5 million outstanding shares of Series A Preferred Stock, 1.0 million shares vested on March 27, 2017, 0.3 million shares vest on February 16, 2022 and 0.2 million shares vest on November 16, 2022. Of the 7.9 million outstanding shares of Series A-1 Preferred Stock, 4.1 million shares vest on November 12, 2021, 1.4 million shares vest on November 12, 2022, 1.4 million shares vest on November 12, 2023, 0.6 million shares vest on May 10, 2022, 0.2 million shares vest on May 10, 2023 and 0.2 million shares vest on May 10, 2024. As of June 30, 2019, the Company classified $0.7 Series A and Series A-1 Preferred Stock as equity and $2.0 as a liability, inclusive of the related cash bonuses, recorded in Other noncurrent liabilities in the Consolidated Balance Sheet.
Dividends
On June 6, 2019, the Company registered 9.3 million shares of Class A Common Stock for purchase under the Stock Dividend Reinvestment Program. All holders of records of Class A Common Stock have the opportunity to participate in the program. If a holder elects to participate in the program, fifty percent (50%) of their cash dividends will be reinvested in additional shares of Class A Common Stock.
Prior to October 2016, the Company declared annual cash dividends in the first quarter of the fiscal year. Beginning after October 2016, the Company began declaring cash dividends on a quarterly basis.
The P&G Beauty Business Acquisition dated July 8, 2015 (the “Transaction Agreement”) restricted the Company’s ability to declare, make or pay any dividends, other than in the ordinary course and for an amount not to exceed $0.25 per share prior to the closing of the P&G Beauty Business transaction, without P&G consent. In July 2016, P&G provided consent to the Company’s dividend declared on August 1, 2016.
The following dividends were declared during fiscal years 2019, 2018 and 2017:
Declaration Date
 
Dividend Type
 
Dividend Per Share
 
Holders of Record Date
 
Dividend Value
 
Dividend Payment Date
 
Dividends Settled in Cash
 
Dividends Settled in Stock (a)
 
Dividends Payable (b)
Fiscal 2019
August 21, 2018
 
Quarterly
 
$
0.125

 
August 31, 2018
 
$
94.6

 
September 14, 2018
 
$
93.8

 
N/A
 
$
0.8

November 7, 2018
 
Quarterly
 
$
0.125

 
November 30, 2018
 
$
95.1

 
December 14, 2018
 
$
93.9

 
N/A
 
$
1.2

February 8, 2019
 
Quarterly
 
$
0.125

 
February 28, 2019
 
$
95.1

 
March 15, 2019
 
$
93.9

 
N/A
 
$
1.2

May 8, 2019
 
Quarterly
 
$
0.125

 
June 6, 2019
 
$
95.1

 
June 28, 2019
 
$
63.4

 
$
30.6

 
$
1.1

Fiscal 2019
 
 
 
$
0.500

 
 
 
$
379.9

 
 
 
$
345.0

 
$
30.6

 
$
4.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2018
August 22, 2017
 
Quarterly
 
$
0.125

 
September 1, 2017
 
$
94.4

 
September 14, 2017
 
$
93.6

 
N/A
 
$
0.8

November 9, 2017
 
Quarterly
 
$
0.125

 
November 30, 2017
 
$
94.6

 
December 14, 2017
 
$
93.7

 
N/A
 
$
0.9

February 8, 2018
 
Quarterly
 
$
0.125

 
February 28, 2018
 
$
94.6

 
March 15, 2018
 
$
93.8

 
N/A
 
$
0.8

May 9, 2018
 
Quarterly
 
$
0.125

 
May 31, 2018
 
$
94.6

 
June 14, 2018
 
$
93.8

 
N/A
 
$
0.8

Fiscal 2018
 
 
 
$
0.500

 
 
 
$
378.2

 
 
 
$
374.9

 
N/A
 
$
3.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2017
August 1, 2016
 
Annual
 
$
0.275

 
August 11, 2016
 
$
93.4

 
August 19, 2016
 
$
92.4

 
N/A
 
$
1.0

December 9, 2016
 
Quarterly
 
$
0.125

 
December 19, 2016
 
$
94.0

 
December 28, 2016
 
$
93.4

 
N/A
 
$
0.6

February 9, 2017
 
Quarterly
 
$
0.125

 
February 28, 2017
 
$
94.0

 
March 10, 2017
 
$
93.4

 
N/A
 
$
0.6

May 10, 2017
 
Quarterly
 
$
0.125

 
May 31, 2017
 
$
94.0

 
June 13, 2017
 
$
93.4

 
N/A
 
$
0.6

Fiscal 2017
 
 
 
$
0.650

 
 
 
$
375.4

 
 
 
$
372.6

 
N/A
 
$
2.8

 
 
(a) 
The June 28, 2019 stock dividend payment of $30.6 resulted in the issuance of 2.4 million shares of Class A Common Stock.
(b) 
The dividend payable is the value of the remaining dividends payable upon settlement of the RSUs and phantom units outstanding as of the Holders of Record Date. Dividends payable are recorded as Accrued expense and other current liabilities and Other noncurrent liabilities in the Consolidated Balance Sheet.
Total dividends in cash and other recorded to additional paid-in capital (“APIC”) in the Condensed Consolidated Balance Sheet as of June 30, 2019 was $(347.5), consisting of $345.0 dividends settled in cash, $4.3 dividends payable, offset by $1.8 of dividends no longer expected to vest as a result of forfeitures of outstanding RSUs.
In addition to the activity noted above, the Company made a payment of $1.2 for the previously accrued dividends on RSUs that vested during the twelve months ended June 30, 2019. Thus, total dividends settled in cash during the twelve months ended June 30, 2019 was $346.2.
Total accrued dividends on unvested RSUs and phantom units of $2.2 and $5.2, $0.8 and $5.2 and $1.0 and $3.2 are included in Accrued expense and other current liabilities and Other noncurrent liabilities, respectively, in the Consolidated Balance Sheet as of June 30, 2019, 2018 and 2017, respectively.
Accumulated Other Comprehensive Income (Loss)
 
 
 
Foreign Currency Translation Adjustments
 
 
 
 
 
(Losses) Gains on Cash Flow Hedges
 
(Losses) Gains on Net Investment Hedge
 
Foreign Currency Translation Adjustments
 
Pension and Other Post-Employment Benefit Plans
 
Total
Beginning balance at July 1, 2017
$
12.6

 
$
(23.7
)
 
$
(20.8
)
 
$
36.3

 
$
4.4

Other comprehensive income before reclassifications
19.2

 
138.7

 
(23.5
)
 
20.8

 
155.2

Net amounts reclassified from AOCI/(L) (a)
(4.0
)
 

 

 
(3.3
)
 
(7.3
)
Net current-period other comprehensive income
15.2

 
138.7

 
(23.5
)
 
17.5

 
147.9

Adjustment due to the adoption of ASU 2018-02 (Note 2)
$
3.9

 
$

 
$

 
$
2.6

 
$
6.5

Ending balance at June 30, 2018
$
31.7

 
$
115.0

 
$
(44.3
)
 
$
56.4

 
$
158.8

Other comprehensive income before reclassifications
(35.5
)
 
99.8

 
(213.1
)
 
(53.8
)
 
(202.6
)
Net amounts reclassified from AOCI/(L) (a)
(9.5
)
 

 

 
(5.5
)
 
(15.0
)
Net current-period other comprehensive income
(45.0
)
 
99.8

 
(213.1
)
 
(59.3
)
 
(217.6
)
Ending balance at June 30, 2019
$
(13.3
)
 
$
214.8

 
$
(257.4
)
 
$
(2.9
)
 
$
(58.8
)
 
 
(a) Amortization of actuarial gains (losses) of $7.0 and $5.2, net of taxes of $1.5 and $1.9, were reclassified out of AOCI/(L) and included in the computation of net period pension costs for the fiscal years ended June 30, 2019 and 2018, respectively (see Note 18Employee Benefit Plans).
Treasury Stock - Share Repurchase Program
Since February 2014, the Board has authorized the Company to repurchase its Class A Common Stock under approved repurchase programs. On February 3, 2016, the Board authorized the Company to repurchase up to $500.0 of its Class A Common Stock (the “Incremental Repurchase Program”). Subject to certain restrictions on repurchases of shares through September 30, 2018 imposed by the tax matters agreement, dated October 1, 2016, between the Company and P&G entered into in connection with the P&G Beauty Business acquisition, repurchases may be made from time to time at the Company’s discretion, based on ongoing assessments of the capital needs of the business, the market price of its Class A Common Stock, and general market conditions. As of June 30, 2019, the Company has $396.8 remaining under the Incremental Repurchase Program. The following table summarizes the share repurchase activities during the years ended June 30, 2019, 2018 and 2017:
Period
Number of shares repurchased (in millions)
 
Cost of shares repurchased (in millions)
 
Lowest fair value of shares repurchased per share
 
Highest fair value of shares repurchased per share
Fiscal Year Ended June 30, 2019

 
$

 
$

 
$

Fiscal Year Ended June 30, 2018

 
$

 
$

 
$

Fiscal Year Ended June 30, 2017
1.4

 
$
36.3

 
$
25.35

 
$
27.40