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):
May
12, 2009 (May 12, 2009)
SPECTRUM
BRANDS, INC.
(Exact
name of registrant as specified in its charter)
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Wisconsin
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001-13615
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22-2423556
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Six
Concourse Parkway, Suite 3300
Atlanta,
Georgia
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30328
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(770)
829-6200
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01. Regulation FD
Disclosure.
On February 3, 2009, Spectrum Brands,
Inc. (the "Company") announced that it and its United States subsidiaries
(together with the Company, collectively, the "Debtors") had filed voluntary petitions in the United
States Bankruptcy Court for
the Western District of Texas (the "Bankruptcy Court") seeking reorganization relief under the
provisions of Chapter 11 of Title 11 of the United States Code. The Chapter 11 cases are being jointly administered
by the court as Case No. 09-50456 (the
"Bankruptcy Cases").
In
connection with the Bankruptcy Cases, the Debtors, as previously announced,
filed an amended plan of reorganization and related disclosure statement with
the Bankruptcy Court, which disclosure statement included certain financial
projections. These financial projections were furnished to the
Securities and Exchange Commission on a Current Report on Form 8-K filed on
April 15, 2009. On May 12, 2009, the Debtors further revised the
schedules titled "GAAP Reconciliation to Net Income" and "GAAP Reconciliation to
Net Income (Monthly)" to the financial projections and submitted the updated
schedules to the Bankruptcy Court. The revisions do not reflect any
change in assumptions about the strength of the Company's operations or the
performance of any of its businesses. Projected EBITDA remains
unchanged from the previous disclosures. The further updated
schedules are furnished hereto as Exhibit 99.1.
The financial projections were not prepared
with a view toward compliance with published guidelines of the Securities and
Exchange Commission or the guidelines established by the American Institute of
Certified Public Accountants for preparation and presentation of prospective financial information,
including, without limitation, the American Institute of Certified Public
Accountants' Statement of Position 90-7, Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code. Unless otherwise noted,
the financial projections were not
prepared in accordance with generally accepted accounting
principles.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
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Number
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Description
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99.1
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Spectrum Brands, Inc. Updated
Financial Projection
Schedules
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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.
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Date: May
12, 2009
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SPECTRUM
BRANDS, INC.
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By:
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/s/
Anthony L. Genito
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Name:
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Anthony
L. Genito
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Title:
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Executive
Vice President,
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Chief
Financial Officer and
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Chief
Accounting Officer
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EXHIBIT INDEX
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Exhibit
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Description
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99.1
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Spectrum Brands, Inc. Updated Financial Projection
Schedules
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Exhibit
99.1
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GAAP
Reconciliation to Net Income
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FYE
September 30,
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(US$
millions)
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2009E | 2010E | 2011E | 2012E | 2013E | |||||||||||||||
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EBITDA
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$ | 285 | $ | 332 | $ | 342 | $ | 358 | $ | 374 | ||||||||||
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Growing
Products Operations
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20 | 0 | 0 | 0 | 0 | |||||||||||||||
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Adjusted
EBITDA
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$ | 305 | $ | 332 | $ | 342 | $ | 358 | $ | 374 | ||||||||||
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Depreciation
& Amortization
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(60 | ) | (59 | ) | (59 | ) | (59 | ) | (59 | ) | ||||||||||
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Interest
expense
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(146 | ) | (138 | ) | (117 | ) | (121 | ) | (107 | ) | ||||||||||
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Growing
Products Shutdown(1)
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(34 | ) | 0 | 0 | 0 | 0 | ||||||||||||||
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Growing
Products Operations(2)
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(20 | ) | 0 | 0 | 0 | 0 | ||||||||||||||
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Tax
expense
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(16 | ) | (47 | ) | (58 | ) | (62 | ) | (73 | ) | ||||||||||
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Net
Income
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$ | 30 | $ | 88 | $ | 107 | $ | 115 | $ | 135 | ||||||||||
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IPI
Selic
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8 | 0 | 0 | 0 | 0 | |||||||||||||||
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Restructuring
& related charges
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(43 | ) | (7 | ) | (3 | ) | (3 | ) | (3 | ) | ||||||||||
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Reorganization
Items, net(3)
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436 | 0 | 0 | 0 | 0 | |||||||||||||||
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Growing
Products Shutdown(4)
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(31 | ) | 0 | 0 | 0 | 0 | ||||||||||||||
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Interest
Expense(5)
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(20 | ) | (20 | ) | (20 | ) | (20 | ) | (20 | ) | ||||||||||
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Tax
expense(6)
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12 | 2 | 1 | 1 | 1 | |||||||||||||||
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GAAP
Net Income (Loss)
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$ | 392 | $ | 63 | $ | 85 | $ | 94 | $ | 113 | ||||||||||
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Notes:
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(1)
Includes Inventory Impairment and Hedges of $34 in
2009E.
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(2)
Represents loss from operations related to the Growing Products business
from October 1, 2008 through March 29, 2009.
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(3)
Represents gain on cancellation of debt of $515, professional fees of $59,
write off of deferred fees of $11 and provision for rejection of leases of
$9.
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(4)
Represent remaining shutdown costs, PP&E and Intangible asset
impairments, related to Growing Products.
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(5)
Represents remaining accrued interest associated with debt
amortization.
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(6)
Assumes normalized effective tax rate of 35% on IPI Selic and
Restructuring and related
charges.
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GAAP
Reconciliation to Net Income
(Monthly)
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FYE
2009
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(US$
millions)
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Jan
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Feb
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Mar
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Apr
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May
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Jun
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Jul
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Aug
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Sept
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EBITDA
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$ | 14 | $ | 3 | $ | 25 | $ | 29 | $ | 31 | $ | 41 | $ | 26 | $ | 25 | $ | 45 | ||||||||||||||||||
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Growing
Products Operations
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5 | 3 | 5 | - | - | - | - | - | - | |||||||||||||||||||||||||||
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Adjusted
EBITDA
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$ | 19 | $ | 6 | $ | 30 | $ | 29 | $ | 31 | $ | 41 | $ | 26 | $ | 25 | $ | 45 | ||||||||||||||||||
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Depreciation
& Amortization
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(5 | ) | (5 | ) | (5 | ) | (5 | ) | (5 | ) | (5 | ) | (5 | ) | (5 | ) | (5 | ) | ||||||||||||||||||
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Interest
expense
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(12 | ) | (1 | ) | (2 | ) | (2 | ) | (2 | ) | (2 | ) | (45 | ) | (11 | ) | (11 | ) | ||||||||||||||||||
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Growing
Products Shutdown(1)
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1 | (0 | ) | 5 | - | - | - | - | - | - | ||||||||||||||||||||||||||
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Growing
Products Operations(2)
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(5 | ) | (3 | ) | (5 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||
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Tax
expense
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1 | 1 | (8 | ) | (8 | ) | (8 | ) | (12 | ) | 8 | (3 | ) | (10 | ) | |||||||||||||||||||||
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Net
Income
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$ | (2 | ) | $ | (2 | ) | $ | 15 | $ | 14 | $ | 15 | $ | 22 | $ | (16 | ) | $ | 6 | $ | 19 | |||||||||||||||
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IPI
Selic
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0 | 1 | 1 | 0 | 0 | 1 | 0 | 0 | 0 | |||||||||||||||||||||||||||
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Restructuring
& related charges
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(2 | ) | (9 | ) | (5 | ) | (1 | ) | (1 | ) | (1 | ) | (1 | ) | (1 | ) | (1 | ) | ||||||||||||||||||
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Reorganization
items, net
(3)
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- | - | (22 | ) | (10 | ) | (10 | ) | (10 | ) | 489 | - | - | |||||||||||||||||||||||
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Growing
Products Shutdown(4)
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(9 | ) | (1 | ) | 0 | - | - | - | - | - | - | |||||||||||||||||||||||||
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Interest
expense
(5)
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(8 | ) | (14 | ) | (5 | ) | (8 | ) | (8 | ) | (10 | ) | 34 | - | - | |||||||||||||||||||||
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Tax
expense
(6)
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1 | 3 | 2 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
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GAAP
Net Income (Loss)
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$ | (20 | ) | $ | (22 | ) | $ | (15 | ) | $ | (5 | ) | $ | (3 | ) | $ | 2 | $ | 507 | $ | 5 | $ | 18 | |||||||||||||
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Notes:
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(1)
Includes Inventory Impairment and Hedges of $34 in
2009E.
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(2)
Represents loss from operations related to the Growing Products business
from October 1, 2008 through March 29, 2009.
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(3)
Represents gain on cancellation of debt of $515, professional fees of $59,
write off of deferred fees of $11 and provision for rejection of leases of
$9.
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(4)
Represent remaining shutdown costs, PP&E and Intangible asset
impairments, related to Growing Products.
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(5)
Represents remaining accrued interest associated with debt
amortization.
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(6)
Assumes normalized effective tax rate of 35% on IPI Selic and
Restructuring and related
charges.
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