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:
February 1, 2006
(Date of earliest event reported)
SPECTRUM BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
| Wisconsin | 001-13615 | 22-2423556 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
(770) 829-6200
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | 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)) |
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
As previously reported, in order to assist the Company’s shareholders to better understand the impact of the Company’s recent acquisitions and dispositions its ongoing business, beginning on January 26, 2006 the Company made available on the Investor Relations section of its website certain supplementary information representing the Company’s quarterly results for the fiscal year ended September 30, 2005, as adjusted to include the results of acquired businesses and to exclude the results of disposed businesses, along with a reconciliation of these pro forma results to financial results presented in accordance with U.S. generally accepted accounting principles. Beginning on February 1, 2006, the Company expanded this supplementary information to include certain information regarding its quarterly results of operations by segment. This supplementary information is attached hereto in its entirety as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (c) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 99.1 |
Supplemental pro forma financial information issued by Spectrum Brands, Inc. on February 1, 2006. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 1, 2006 |
SPECTRUM BRANDS, INC. | |||
| By: |
/s/ Randall J. Steward | |||
| Name: |
Randall J. Steward | |||
| Title: |
Executive Vice President and | |||
| Chief Financial Officer | ||||
3
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Supplemental pro forma financial information issued by Spectrum Brands, Inc. on February 1, 2006. |
4
 Spectrum Brands Fiscal 2005 Financial Results Adjusted to Reflect the Effect of Acquisitions and Divestitures For the Full Year Exhibit 99.1 |
 2 Spectrum Brands Inc. Condensed Combined Financial Data Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations The following unaudited condensed combined statement of operations for the year ended September 30, 2005, and
the accompanying condensed combined statement of operations for the four
quarters of the year then ended assume all acquisitions completed by Spectrum Brands during the year ended September 30,
2005 were completed on October 1, 2004. Specifically, this includes the acquisition of United Industries Inc. (“United” ),
completed by Spectrum Brandson February 7, 2005, the acquisition of Tetra
Holding GmbH (“Tetra” ), completed by Spectrum Brands on April
29, 2005, the acquisition of Jungle Laboratories (“Jungle”), completed by Spectrum Brands on September 2, 2005, and the acquisition of Firstrax, completed by the United Pet Group (“
UPG”) on February 1, 2005. The data also excludes the results of operations for the Nu-Gro Pro and Tech business that Spectrum Brands classified as an asset held for sale as of September 30, 2005. This business was disposed of by sale in January 2006. Amounts excluded are based upon internal financial information prepared by
management. The information also gives effect to certain adjustments
described in the accompanying notes. In addition, interest expense has been adjusted to reflect interest expense we estimate would be incurred by the Company had all acquisitions occurred on October 1, 2004 and the sale of the Nu-Gro Pro and Tech business had occurred on October 1, 2004, with the proceeds from the sale applied to reduce approximately $80 million in outstanding debt. Our capital structure has also been adjusted as if the issuance of 13.75 million shares
of our common stock, which actually occurred on February 7, 2005 in connection with the United acquisition, had occurred on October 1, 2004. Earnings
per share calculations presented in the accompanying condensed combined statements of operations reflect this adjusted capital structure. The effective tax rate for the periods presented is adjusted to 35%. The information make no adjustments to estimate the impact of synergies we expect to
achieve from the integration of the acquired companies. This
comparable information is provided solely for the purpose of additional
analysis of the results of the Company. The data is presented for
informational purposes only and is not intended to be in conformity with the
rules governing the preparation of pro forma financial information, nor is
it intended to be a forecast of future operating results. * |
 3 Spectrum Brands, Inc. Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations For the Fiscal Year Ended September 30, 2005 EPS Summary by Quarter (in thousands) Q1 Q2 Q3 Q4 Full Year Net Income, as adjusted 14,945 $ 21,146 $ 38,230 $ 5,323 $ 79,644 $ Shares Outstanding, as adjusted 49,290 50,403 51,086 51,207 50,528 Diluted EPS, as adjusted 0.30 $ 0.42 $ 0.75 $ 0.10 $ 1.58 $ * |
Spectrum Brands, Inc.
Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited)
Excluding Nu-Gro Discontinued Operations
For the Fiscal Year Ended September 30, 2005
Pro Forma Net Sales and Profitability by Segment
(in thousands)
| Q1 |
Q2 |
Q3 |
Q4 |
Full Year |
||||||||||||||||
| Segment Net Sales: |
||||||||||||||||||||
| North America |
$ | 276,544 | $ | 325,626 | $ | 412,848 | $ | 246,522 | $ | 1,261,540 | ||||||||||
| EROW |
222,272 | 144,290 | 137,253 | 153,835 | 657,650 | |||||||||||||||
| Latin America |
52,683 | 49,624 | 49,568 | 56,201 | 208,076 | |||||||||||||||
| Global Pet |
135,386 | 132,785 | 131,252 | 132,955 | 532,378 | |||||||||||||||
| Total Net Sales: |
$ | 686,885 | $ | 652,325 | $ | 730,921 | $ | 589,513 | $ | 2,659,644 | ||||||||||
| Segment Profitability (A): |
||||||||||||||||||||
| North America |
$ | 27,829 | $ | 51,762 | $ | 73,900 | $ | 17,518 | $ | 171,009 | ||||||||||
| EROW |
35,959 | 19,409 | 17,968 | 21,215 | 94,551 | |||||||||||||||
| Latin America |
4,196 | 3,594 | 4,281 | 5,367 | 17,438 | |||||||||||||||
| Global Pet |
18,315 | 20,642 | 22,296 | 20,362 | 81,615 | |||||||||||||||
| Total Segment Profit: |
86,299 | 95,407 | 118,445 | 64,462 | 364,613 | |||||||||||||||
| Corporate (B): |
(24,037 | ) | (25,314 | ) | (22,491 | ) | (17,446 | ) | (89,288 | ) | ||||||||||
| Total Operating Income: |
$ | 62,262 | $ | 70,093 | $ | 95,954 | $ | 47,016 | $ | 275,325 | ||||||||||
| (A) | Segment profitability presented above differs from previously reported results as it includes the impact of acquisitions and divestitures and excludes certain items discussed more fully in the notes to the accompanying unaudited condensed consolidated financial information. Refer to such notes to the accompanying unaudited condensed consolidated financial information for each respective period for details of these adjustments. |
| (B) | Consists of purchasing expense, corporate general and administrative expense, and research and development expense. |
| 4 |
 |
 5 Spectrum Brands, Inc. Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended January 2, 2005 (in thousands) Non-Recurring Charges Other Adjustments Net sales 490,769 $
196,116 $ - $
- $
686,885 $ Cost of goods sold 292,412 123,218 (1,899) (4) 413,731 Restructuring and related charges - - - - - Gross profit 198,357 72,898 1,899 - 273,154 Operating expenses: Selling, general and administrative expenses 137,124 75,979 (451) (5) (1,760) (6) 210,892 Restructuring and related charges - - - - - 137,124 75,979 (451) (1,760) 210,892 Operating Income (loss) 61,233 (3,081) 2,350 1,760 62,262 Interest expense 16,955 - - 22,295 (7) 39,250 Other (income) expense, net (36) 56 - 20 Income (loss) from continuing operations before income taxes
44,314 (3,137) 2,350 (20,535) 22,992 Income tax expense (benefit) 16,385 - - (8,338) (8) 8,047 Income from continuing operations 27,929 (3,137) 2,350 (12,197) 14,945 Loss/(Income) from discontinued operations, net of tax - - - - - Net income 27,929 $
(3,137) $ 2,350 $ (12,197) $ 14,945 $ Diluted Shares Outstanding 35,540 As Adjusted Diluted Shares Outstanding 49,290 (9) Diluted Earnings Per Share 0.79 $
0.30 $
See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted
financial information. Spectrum Brands Q1 Results As Reported (1) Impact of Acquisitions & Divestitures (2), (3) Q1 Results As Adjusted * |
 6 * Spectrum Brands Inc. Notes to Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended January 2, 2005 (1) - Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from
the Company’s 10-Q report for the three month period ended January
2, 2005. (2) – Includes the results of operations for the following: United, from its Unaudited Consolidated Statement of Operations for the three month period ended December 31, 2004 . Tetra, from its Unaudited Consolidated Statement of Operations for the three month period ended December 31, 2004 . Firstrax, from its Unaudited Consolidated Statement of Operations for the three month period ended December 31, 2004 . Jungle, from its Unaudited Consolidated Statement of Operations for the three month period ended December 31, 2004 . (3) – Excludes the unaudited results of the Nu-Gro Corporation’s Pro and Tech business for the three month period ended January 2, 2005. Nu-Gro’s Pro and Tech business was disposed of by sale in January 2006. Excluded results of the Pro and Tech business were calculated by management. (4) – Comprises the charge for the fair value adjustment applied to UPG inventory, acquired in United’s acquisition of the UPG on July 30, 2004. (5) – Comprises a $1.1 million charge related to the disposal of Spectrum Brands property in Wisconsin, $0.4 million in transaction costs incurred by United in connection with its acquisition of UPG, and $0.5 million of executive recruiter fees incurred by United during the quarter. These amounts are offset by a $1.6
million gain on the sale of Spectrum Brands property in Mexico. (6) – Impact on amortization of Spectrum Brands’ acquisitions of United, Tetra, Firstrax and Jungle. (7) – Interest expense associated with the debt issued and refinanced in connection with the acquired
companies. Such debt and resulting interest expense has been reduced as a result of applying the net proceeds from the sale of the Nu-
Gro Pro and Tech businesses as if such sale occurred on October 1, 2004.
(8) – Adjustment to income tax expense to arrive at an adjusted 2005 effective tax rate of 35 percent. (9) – Increase to weighted shares outstanding due to the assumed issuance of 13.75 million shares of
Spectrum Brands common stock on October 1, 2004 . |
 7 Spectrum Brands, Inc. Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended April 3, 2005 (in thousands) Non-Recurring Charges Other Adjustments Net sales 534,511 $
117,814 $ - $
- $
652,325 $ Cost of goods sold 345,008 68,010 (30,588) (13) - 382,430 Restructuring and related charges - - - - - Gross profit 189,503 49,804 30,588 - 269,895 Operating expenses: Selling, general and administrative expenses 153,636 55,863 (9,384) (14) (313) (17) 199,802 Restructuring and related charges 157 - (157) (15) - - 153,793 55,863 (9,541) (313) 199,802 Operating Income (loss) 35,710 (6,059) 40,129 313 70,093 Interest expense 38,966 - (12,033) (16) 11,107 (18) 38,040 Other (income) expense, net (131) (348) - - (479) Income (loss) from continuing operations before income taxes (3,125) (5,711) 52,162 (10,794) 32,532 Income tax expense (benefit) (1,194) - - 12,580 (19) 11,386 Income from continuing operations (1,931) (5,711) 52,162 (23,374) 21,146 Loss/(Income) from discontinued operations, net of tax - - - - - Net income (1,931) $
(5,711) $ 52,162 $ (23,374) $ 21,146 $ Diluted Shares Outstanding 43,222 As Adjusted Diluted Shares Outstanding 50,403 (20) Diluted Earnings Per Share (0.04) $
0.42 $
See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted
financial information. Spectrum Brands Q2 Results As Reported (10) Impact of Acquisitions & Divestitures (11), (12) Q2 Results As Adjusted * |
 8 * Spectrum Brands Inc. Notes to Condensed Combined Statement of Operations Adjusted to Inclu de Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended April 3, 2005 (10) – Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from
the Company’s 10-Q report for the three month period ended April 3,
2005. (11) – Includes the results of operations for the following: United, from its Unaudited Consolidated Statement of Operations for the period January 1, 2005 through February 7, 2005. Tetra, from its Unaudited Consolidated Statement of Operations for the three month period ended March 31, 2005 . Firstrax, from its Unaudited Consolidated Statement of Operations for the month ended January 31, 2005. Jungle, from its Unaudited Consolidated Statement of Operations for the three month period ended March 31, 2005 . (12) – Excludes the unaudited results of the Nu-Gro Corporation’s Pro and Tech business for the three month period ended April 3, 2005. Nu-Gro’s Pro and Tech business was disposed of by sale in January 2006. Excluded results of the Pro and
Tech business were calculated by management. (13) – Comprises a $27.7 million charge for the fair value adjustment applied to United’s acquired inventory and $2.9 million of non-recurring transaction related costs incurred by United in January 2005. (14) – Comprises transaction related costs incurred by United in January 2005. (15) – Spectrum Brands restructuring and related charges incurred during the quarter. (16) – Debt issuance costs related to the debt refinancing that occurred in connection with Spectrum Brands’ acquisition of United . (17) – Impact on amortization of Spectrum Brands’ acquisitions of United, Tetra, Firstrax and Jungle. (18) – Interest expense associated with the debt issued and refinanced in connection with the acquired
companies. Such debt and resulting interest expense has been reduced as a result of applying the net proceeds from the sale of the Nu-
Gro Pro and Tech businesses as if such sale occurred on October 1, 2004.
(19) – Adjustment to income tax expense to arrive at an adjusted 2005 effective tax rate of 35 percent. (20) – Increase to weighted shares outstanding due to the assumed issuance of 13.75 million shares of
Spectrum Brands common stock on October 1, 2004 . |
 9 Spectrum Brands, Inc. Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended July 3, 2005 (in thousands) Non-Recurring Charges Other Adjustments Net sales 730,445 $
476 $
- $
- $
730,921 $ Cost of goods sold 446,003 (5,573) (7,266) (24) - 433,164 Restructuring and related charges 7,807 - (7,807) (25) - - Gross profit 276,635 6,049 15,073 - 297,757 Operating expenses: Selling, general and administrative expenses 195,872 5,931 - - 201,803 Restructuring and related charges 7,365 - (7,365) (26) - - 203,237 5,931 (7,365) - 201,803 Operating Income (loss) 73,398 118 22,438 - 95,954 Interest expense 38,623 - - 227 (27) 38,850 Other (income) expense, net (1,107) (605) - - (1,712) Income (loss) from continuing operations before income taxes 35,882 723 22,438 (227) 58,816 Income tax expense (benefit) 12,171 - - 8,415 (28) 20,586 Income from continuing operations 23,711 723 22,438 (8,642) 38,230 Loss/(Income) from discontinued operations, net of tax - - - - - Net income 23,711 $
723 $
22,438 $ (8,642) $ 38,230 $ Diluted Shares Outstanding 51,086 As Adjusted Diluted Shares Outstanding 51,086 Diluted Earnings Per Share 0.46 $
0.75 $
See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted
financial information. Impact of Acquisitions & Divestitures (22), (23) Spectrum Brands Q3 Results As Reported (21) Q3 Results As Adjusted * |
 10 * Spectrum Brands Inc. Notes to Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions
(Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended July 3, 2005 (21) – Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from
the Company’s 10-Q report for the three month period ended July
3, 2005. (22) – Includes the results of operations for the following: Tetra, from its Unaudited Consolidated Statement of Operations for the month ended April 30, 2005 . Jungle, from its Unaudited Consolidated Statement of Operations for the three month period ended June 30, 2005. (23) – Excludes the unaudited results of the Nu-Gro Corporation’s Pro and Tech business for the three month period ended July 3, 2005. Nu-Gro’s Pro and Tech business was disposed of by sale in January 2006. Excluded results of the Pro and
Tech business were calculated by management. (24) – Comprises a $1.6 million charge for the fair value adjustment applied to United’s acquired inventory and a $5.7 million charge for the fair value adjustment applied to Tetra’s acquired inventory. (25) – Spectrum Brands restructuring and related charges incurred during the quarter in connection with the closure of a
manufacturing facility in France. (26) – Restructuring and related charges incurred during the quarter in connection with Spectrum Brands’ integration of United’s operations. (27) – Interest expense associated with the debt issued and refinanced in connection with the acquired
companies. Such debt and resulting interest expense has been reduced as a result of applying the net proceeds from the sale of the Nu-
Gro Pro and Tech businesses as if such sale occurred on October 1, 2004.
(28) – Adjustment to income tax expense to arrive at an adjusted 2005 effective tax rate of 35 percent. |
 11 Spectrum Brands, Inc. Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended September 30, 2005 (in thousands) Non-Recurring Charges Other Adjustments Net sales 603,721 $
(14,208) $ - $
- $
589,513 $ Cost of goods sold 381,672 (10,886) (2,572) (32) - 368,214 Restructuring and related charges 2,688 - (2,688) (33) - - Gross profit 219,361 (3,322) 5,260 - 221,299 Operating expenses: Selling, general and administrative expenses 176,924 (2,641) - - 174,283 Restructuring and related charges 8,298 - (8,298) (34) - - 185,222 (2,641) (8,298) - 174,283 Operating Income (loss) 34,139 (681) 13,558 - 47,016 Interest expense 39,509 - - (1,100) (35) 38,409 Other (income) expense, net 418 - - - 418 Income (loss) from continuing operations before income taxes (5,788) (681) 13,558 1,100 8,189 Income tax expense (benefit) (2,911) - - 5,777 (36) 2,866 Income from continuing operations (2,877) (681) 13,558 (4,677) 5,323 Loss/(Income) from discontinued operations, net of tax - - - - - Net income (2,877) $
(681) $ 13,558 $ (4,677) $ 5,323 $ Diluted Shares Outstanding 51,207 As Adjusted Diluted Shares Outstanding 51,207 Diluted Earnings Per Share (0.06) $
0.10 $
See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted
financial information. Impact of Acquisitions & Divestitures (30), (31) Spectrum Brands Q4 Results As Reported (29) Q4 Results As Adjusted * |
 12 * Spectrum Brands Inc. Notes to Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions
(Unaudited) Excluding Nu-Gro Discontinued Operations Quarter Ended September 30, 2005 (29) – Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from the Company’s 4 th Quarter Press Release issued November 10, 2005. (30) – Includes the results of operations for the following: Jungle, from its Unaudited Consolidated Statement of Operations for the two month period ended August 31, 2005. (31) – Excludes the unaudited results of the Nu-Gro Corporation’s Pro and Tech business for the three month period ended September 30, 2005. Nu-Gro’s Pro and Tech business was disposed of by sale in January 2006. Excluded results of the Pro and Tech business were calculated by management. (32) – Comprises a $2.3 millioncharge for the fair value adjustment applied to Tetra’s acquired inventory and a $0.3 million charge for the fair value adjustment applied to Jungle’s acquired inventory. (33) – Spectrum Brands restructuring and related charges incurred during the quarter primarily in connection with the
closure of a manufacturing facility in France. (34) – Restructuring and related charges incurred during the quarter primarily in connection with Spectrum Brands’ integration of United’s operations. (35) – Decreased interest expense as a result of applying the proceeds from the sale of the
Nu-Gro Pro and Tech businesses to reduce outstanding debt . (36) – Adjustment to income tax expense to arrive at an adjusted 2005 effective tax rate of 35 percent. |
 13 Spectrum Brands, Inc. Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions (Unaudited) Excluding Nu-Gro Discontinued Operations Year Ended September 30, 2005 (in thousands) Non-Recurring Charges Other Adjustments Net sales 2,359,446 $ 300,198 $ - $
- $
2,659,644 $ Cost of goods sold 1,465,095 174,769 (42,325) (40) - 1,597,539 Restructuring and related charges 10,495 - (10,495) (41) - - Gross profit 883,856 125,429 52,820 - 1,062,105 Operating expenses: Selling, general and administrative expenses 663,556 135,132 (9,835) (42) (2,073) (45) 786,780 Restructuring and related charges 15,820 - (15,820) (43) - - 679,376 135,132 (25,655) (2,073) 786,780 Operating Income (loss) 204,480 (9,703) 78,475 2,073 275,325 Interest expense 134,053 - (12,033) (44) 32,529 (46) 154,549 Other (income) expense, net (856) (897) - - (1,753) Income (loss) from continuing operations before income taxes 71,283 (8,806) 90,508 (30,456) 122,529 Income tax expense (benefit) 24,451 - - 18,434 (47) 42,885 Income from continuing operations 46,832 (8,806) 90,508 (48,890) 79,644 Loss/(Income) from discontinued operations, net of tax - - - - - Net income 46,832 $
(8,806) $ 90,508 $ (48,890) $ 79,644 $ Diluted Shares Outstanding 45,631 As Adjusted Diluted Shares Outstanding 50,528 (48) Diluted Earnings Per Share 1.03 $
1.58 $
See accompanying notes which are an integral part of this unaudited condensed consolidated adjusted
financial information. Spectrum Brands 2005 Results As Reported (37) Impact of Acquisitions & Divestitures (38), (39) 2005 Results As Adjusted * |
 14 * Spectrum Brands Inc. Notes to Condensed Combined Statement of Operations Adjusted to Include Results of Acquisitions
(Unaudited) Excluding Nu-Gro Discontinued Operations Year E nded September 30, 2005 (37) – Condensed Consolidated Statement of Operations for Spectrum Brands, as obtained from
the Company’s Form 10-K report for the year ended September 30, 2005. (38) – Includes the results of operations for the following: United, from its Unaudited Consolidated Statement of Operations for the period from October 1, 2004 through February 7, 2005 . Tetra, from its Unaudited Consolidated Statement of Operations for the period from October 1, 2004 through April 30 , 2005. Firstrax, from its Unaudited Consolidated Statement of Operations for the period from October 1, 2004 through January 31, 2005 . Jungle, from its Unaudited Consolidated Statement of Operations for the period from October 1, 2004 through August 31 , 2005 . (39) – Excludes the unaudited results of the Nu-Gro Corporation’s Pro and Tech business for the year ended September 30, 2005. Nu-Gro’s Pro and Tech business was disposed of by sale in January 2006. Excluded results of the Pro and Tech business were calculated by management. (40) – Comprises a $29.3 million charge for the fair value adjustment applied to United’s acquired inventory, a $7.9 million charge for the fair value adjustment Applied to Tetra’s acquired inventory, a $1.9 million charge for the fair value adjustment applied to UPG inventory, acquired in United’s acquisition of the United Pet Group on July 30, 2004, a $0.3 million charge for the fair value adjustment applied to Jungle’s acquired inventory, and $2.9 million of non-recurring transaction related costs incurred by United in January 2005. (41) – Spectrum Brands restructuring and related charges incurred during the year primarily in connection with the closure of a manufacturing facility in France.
(42) – Comprises transaction related costs incurred by United in January 2005 of $9.4 million, a $1.1 million charge related to the disposal of
Spectrum Brands property in Wisconsin, $0.4 million in transaction costs
incurred by United in connection with its acquisition of UPG, and $0.5 million of executive recruiter fees incurred by United. These amounts are offset by a $1.6 million gain on the sale of
Spectrum Brands property in Mexico. (43) – Restructuringand related charges incurred during the year primarily in connection with
Spectrum Brands’ integration of United’s operations. (44) – Debt issuance costs related to the debt refinancing that occurred in connection with Spectrum Brands’ United acquisition . (45) – Impact on amortization of Spectrum Brands’ acquisitions of United, Tetra, Firstrax and Jungle. (46) – Interest expense associated with the debt issued and refinanced in connection with the acquired
companies. Such debt and resulting interest expense has been reduced as a result of applying the net proceeds from the sale of the Nu-
Gro Pro and Tech businesses as if such sale occurred on October 1, 2004. (47) – Adjustment to income tax expense to arrive at an adjusted 2005 effective tax rate of 35 percent. (48) – Increase to weighted shares outstanding due to the assumed issuance of 13.75 million shares of
Spectrum Brands common stock on October 1, 2004 . |